MUSIC DIRECTOR’S AGREEMENT

This Music Director’s (“Agreement”) is made and entered into on the ….day of
……………20..

------------------, a proprietorship firm, having its principal place of business at Flat No 201,
Aruna Nilayam, Srinagar Colony, Lane Adjacent to UDIPI Grand Hotel, Hyderabad, India-
500073, with PAN: ADFPV2370J, represented by its sole proprietor Mr. ------------ , and
-------------------------, a registered partnership firm within the meaning of Indian Partnership
Act 1932, having its registered office at 8-3-230/B/46A&47, Plot no. 201, 3rd Floor,
Karthikeya Buildings, Sravanthi Nagar, Jubilee hills, Road.No. 10, Hyderabad, Telangana,
India-500033., with PAN: -------------, represented by its Managing Partner Mr.
-------------- hereinafter referred to as “PRODUCER(S)”, which expression shall, unless it
be repugnant to the context or meaning thereof, be deemed to mean and include its
successors and permitted assigns) of the FIRST PART;
And
Mr. SEKHAR CHANDRA, residing at H. No. 38-B, Journalist Colony, Near Bubbles,
Jubilee Hills, Hyderabad, Telangana, India- 500033, hereinafter referred to as “MUSIC
DIRECTOR” (which expression, unless repugnant to the context or meaning thereof, shall
be deemed to mean and include its successors) of the OTHER PART.

The "Producer" and the "Music Director" are hereinafter jointly referred to as "Parties"
and individually as "Party".

WHEREAS:
A. The Producer is, inter alia, engaged in the business of production, distribution and
marketing of films for worldwide exploitation on all formats and the Music Director is of
good repute and standing in the Telugu Film Industry.
B. The Producer(s) is producing a Telugu Cinematographic film titled " ----------------",
with ------------------------- & Others., as their star cast, directed by SHEKAR
CHANDRA and music directed by ---------------- (hereinafter referred to as the “Film”
and more detailed in Annexure – A) and the Music Director is desirous of providing the
Services (defined below) in connection with the Film for valuable consideration at the
instance of the Producer(s) and therefore the Producer(s) has agreed to engage the
Music Director for rendering the services and obligations under the broad generic
category of Music Direction in the Film (the “Services”).
C. Based upon the mutual covenants and promises of the Parties contained herein, and for
good and valuable consideration, the adequacy of which is acknowledged by the Parties,

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 the Parties, intending to be legally bound, have agreed to the terms and conditions
contained herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties hereby
agree as follows:
1. DEFINITIONS:
1.1. In this Agreement unless the context otherwise requires:

1.1.1. “Intellectual Property” shall mean all forms of intellectual property subsisting
under the laws of India and all analogous rights subsisting under the laws of each
and every jurisdiction throughout the world. Intellectual Property includes patents,
trademarks, service marks, trade names, registered designs, copyrights, rights of
privacy and publicity; and other forms of intellectual or industrial property, know
how, inventions, formulae, confidential or secret processes, trade secrets, any other
protected rights or assets, and any licences and permission in connection therewith, in
each and any part of the world and whether or not registered or registrable and for the
full period thereof, and all extensions and renewals thereof, and all applications for
registration in connection with the foregoing.
1.1.2. “Rights” includes all the rights with respect to and associated with the Film,
Intellectual Property related thereto, whether now known or discovered in the
future.
1.1.3. "Services" means the services to be provided by the Music Director to the
Producer(s) as set forth in Clause 3 hereinbelow.
2. ENGAGEMENT:
The Producer(s) hereby agrees to engage the Services of the Music Director as stipulated
in the Agreement and such other services as may be required and intimated to the Music
Director from time to time and the Music Director undertakes to perform such Services
and obligations effectively, promptly and exclusively for the Producer(s) (“Services”).
3. SERVICES:
3.1 The Music Director shall render the Services including but not limited to the complete,
music for song including background score for the entire film, rerecording and complete
recorded music master, music score for the theatrical trailer, promos etc. and all services
which shall fall under the broad generic categories of Music Direction as is commonly
understood in the Film production business in India. Music Director shall also be
responsible to advise on the Lyricist for the song for the film and work in coordination
with the Producer(s) in identifying and finalizing the lyricist. He shall cooperate and
coordinate with the identified lyricist in finalizing the lyrics in line with the genre and
story line of the film. It is also the sole responsibility of the Music Director in identifying
the singers for the song in the film
3.2 The Music Director shall provide One (One) tracks/song for the said Film in consultation
and as per the specification given by the Director. However, the Music Director agrees
and confirms that the tracks may be remixed as mutually agreed between the Music
Director and the Producer(s) ;
3.3 The Music Director shall supervise the music editing and recording of the music and to
render his services in connection with all changes, modifications, additions or deletions
to the Music, including any additional sound recordings
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3.4 The Music Director shall intimate to the Producer(s) prior to recording, details of the
song, the singer(s), and lyricist(s) for approval. Further, the final mix of the song has to
be approved by the Producer(s) .
3.5 The Music Director shall deliver the song mastered and submit all the delivery material
to the Producer(s) on a timely basis. The “Delivery Materials” means:
A. All open tracks on hard drive and DVD
B. Balanced and premixed tracks on hard drive and DVD (for Dolby Mix),
C. Final Mix & IT track of Stereo Mix on hard drive and DVD
D. Final Mix & IT track of Mono Mix on hard drive and DVD
E. Pro-Tools session
and any such recording equipment which would contain the original music so
recorded.
3.6 The Music Director shall be responsible to Producer(s) in respect of the assistants/ crew,
if any, at all times during the subsistence of this present Agreement. The Music Director
shall also be responsible for the payment of any/all amounts of the aforesaid assistants
and the Producer(s) shall not be liable for the same in any manner whatsoever.
3.7 The Music Director may also be required to make himself available for
publicity/promotional events and performance of the song of the Film at the Music launch, if
required by the Producer(s) at no additional cost.
4. FEE:
4.1 Subject to the full, complete, and timely performance by the Music Director of the
obligations and Services as mentioned in the Agreement, the Producer(s) has already
paid to the Music Director an amount of INR 00000000/- ( ) inclusive of GST
and any other applicable Fee subject to tax deduction at source under the provisions of
the Income Tax Act, 1961 or any other applicable laws and legislations (“Fee”).
4.2 The payment made by the Producer(s) of the Fee shall be deemed to be a complete buy-out
of the Rights to the extent permitted by law (as specified in clause 5 herein) and the
services provided by the Music Director, entitling the Producer(s) to fully and freely
exploit the Film and all allied and ancillary rights in the Film in media and by all means
now known or hereafter invented, worldwide, in all languages for the full period of
copyright and all renewals, revivals, reversions and extensions and thereafter in
perpetuity, to the extent permitted by law without the need for any other payments.
5. INTELLECTUAL PROPERTY RIGHTS:
The Music Director hereby acknowledges, agrees and confirms Producer(s) ’s exclusive
rights at all times over the title, interest and ownership over the entire intellectual
property rights of the Film. The Music Director hereby specially waives his moral rights
and assigns (to the extent permitted by law) to the Producer(s) sole and exclusive
Copyright of all the tunes, song, Background score for the entire film, Musical works,
Musical sound recordings, literary works, lyrical concepts created and composed for the
purpose of the Film, in all languages of the world for the entire term of the copyright and
any renewals/ extensions thereto and over the entire territory of the world.
6. CREDITS:

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 For the Services and obligations rendered by the Music Director in accordance with the
terms and conditions of this Agreement, the Music Director shall be given credit in the
Film, subject however that the decisions relating to and the finalization thereof of the
credit titles and the title scroll be the sole prerogative of Producer(s) . It is clarified that in
the event of termination of this Agreement for breach / sub-standard performance by the
Music Director of which the Producer(s) or its affiliates/sister concern shall the sole
judge, Producer(s) or its affiliates/sister concern shall not be obliged to give credits to the
Music Director.
7. CONFIDENTIALITY:
The Music Director hereby undertakes not to disclose, reveal or make public except with
the prior written consent of Producer(s), any information whatsoever concerning the Film
in particular, including any financial information relating to the Film and/or the business
of Producer(s) , the Agreement and the contents hereof. The Music Director shall not
make any public statement or press statement or offer any interviews in connection with
the above and/or commit any act, which may prejudice or damage the successful
completion or exploitation of the Film or the reputation of Producer(s).

8. WAIVER OF RIGHTS:
The Music Director expressly waves any rights which can be exercised by virtue of its
membership with any association or guild such as payment of any fees, allowances etc.
As such the Music Director agrees that the Fee contemplated in this Agreement is
adequate / sufficient and Producer(s) will not be required to pay any fee in excess of and
other than what is contemplated above. Further the Music Director will not approach any
association for the settlement of disputes arising out of this Agreement other than in the
manner set out in clause 11 below.
9. TERM & TERMINATION:
9.1 Term: This Agreement shall come into force upon the execution of the same and shall
continue to be in force until the full and complete performance by the Music Director of
all the Services and obligations (“Term”).
9.2 Termination:
9.2.1 PRODUCER(S) shall be entitled to terminate this Agreement by giving 14 (fourteen)
days’ written notice to the Music Director if the Music Director commits a breach or
default of any of the terms of this Agreement or of any of its representations and
warranties contained herein, or the Music Director becomes incapacitated or prevented
from fully performing the Services and obligations, and if being a breach or default
capable of remedy, fails to remedy the same within a period of 7 (seven) days from the
date on which a written request to do so is addressed by to the Music Director by
Producer(s) . If this Agreement is terminated by Producer(s) for any reason set out herein
or if the Music Director at any stage refuses to render the services and perform the
obligations in the manner indicated by Producer(s) , then the Music Director shall, within
15 (fifteen) days from the date of such termination, refund the entire monies received by
the Music Director from Producer(s) in respect of the Film with interest at prevailing
bank rates from the date of the first payment to the date of full and final receipt of all
monies by Producer(s) . However, any change required by the Producer(s) in the final
recorded track(s), song(s) and all musical works including background score shall not be
considered as breach of this Agreement. Music Director will also be responsible to refund

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 the monies paid to the musicians/technicians by the Producer(s) upon his advice in case
services of such musicians and technicians are not required on account of termination of
the agreement with the Music Director.
9.2.2 Producer(s) shall be entitled to terminate the Agreement, without assigning any reasons
whatsoever, by giving 7 days' notice in writing to the Music Director. All the monies paid
to the Music Director out of the Fee until the date of termination shall be considered the
full and final settlement to the Music Director in respect of all Services and obligations
rendered by the same and the entire work done by the Music Director till this point will
be considered the property of the Producer(s) in perpetuity and the Music Director shall
not have any claim over it whatsoever.

9.2.3 Regardless of any termination, the Rights shall remain vested in the Producer(s) .
10. REPRESENTATIONS, WARRANTIES & INDEMNITIES:
10.1 The Music Director represents, warrants and undertakes to and with the Producer(s) that:
10.1.1 the Music Director is fully authorized and entitled to enter into this Agreement;

10.1.2 the Music Director has not in any way encumbered or disposed of nor shall the
Music Director encumber or dispose of any of the Rights, in any part of the world;
10.1.3 the Music shall be original and shall not infringe upon the rights of any other person
and may be validly copyrighted or otherwise protected in all countries which
provide for copyright or similar protection and shall not contain any description of
or reference to, any person, thing or incident which, if published in any manner or
form, would confer upon any person or entity, a right of action or claim for damages
against the Producer(s) ;
10.1.4 the Music Director shall not do anything that would affect the assignment of the
Rights or cause the warranties, representations or undertakings of the Music
Director to be or become untrue or incapable of being fulfilled; and
10.1.5 the Music Director shall not incur any liability on behalf of the Producer(s) nor
pledge the Producer(s)‘s credit.
10.1.6 Producer(s) shall at all times be entitled to the utilization of the name, likeness,
signature/ photograph including any past or existing credentials (such as names of
movies, in which the Music Director has been involved) of the Music Director for
the purposes of promotion of the Film or to such other Film / Production of its
affiliate/sister concern.
10.2 INDEMNITIES: The Music Director shall indemnify and keep Producer(s) indemnified
at all times from any and all claims, damages, costs and expenses (including legal
expenses) that may be incurred by Producer(s) due to or in relation to the non-
performance or breach or alleged breach of any of the Services, obligations,
representations and warranties of the Music Director and its assistants/ crew.
11. ARBITRATION:
Any and all claims, disputes, questions or controversies involving the Parties and arising
out of or in connection with this Agreement, or the execution, interpretation, validity,
performance, breach or termination hereof (collectively, "Disputes") shall be referred to
Arbitration by one arbitrator nominated by both the Parties, failing which by 3 arbitrators,
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 Music Director nominating one arbitrator and the Producer(s) nominating the second
arbitrator. The two arbitrators so appointed shall appoint the third arbitrator. The
Arbitration and Conciliation Act, 1996, shall govern the arbitration proceedings. The
place of the arbitration shall be Hyderabad, state of Telangana, India. The arbitration
proceedings shall be conducted in the English language. The arbitrators’ award shall be
substantiated in writing. The court of arbitration shall also decide on the costs of the
arbitration proceedings. The award shall be binding on the Parties subject to the
applicable laws in force and the award shall be enforceable at court of law at Hyderabad,
state of Telangana, India.
12. EXCLUSIVE JURISDICTION & GOVERNING LAW:
The Agreement shall be governed by the laws of India and the Courts of Hyderabad, state
of Telangana, India shall have exclusive jurisdiction.

13. MISCELLANEOUS:
13.1 All notices required to be served under this Agreement shall be in writing and may be served
by personal delivery, facsimile or by first class post on the Parties at their addresses set out
in this Agreement. Notices shall be deemed to have been served at the time of delivery if
sent by personal delivery, on confirmation of an entire and successful transmission to the
then current facsimile number of the relevant party if sent by facsimile and within two (2)
business days after posting if sent by first class post.
13.2 Nothing contained in this Agreement shall be deemed to constitute or create a partnership or
joint venture between the parties and neither Party shall hold itself out as the agent of the
other.
13.3 The Producer(s) shall be entitled to assign or license any or all of its rights and/or
benefits under this Agreement to any other party. The Music Director also confirm to the
Producer(s) that the Producer(s) or his/her assignee can use his photographs, images for
incorporating on the labels, covers, sleeves catalogues, etc. and for advertising the
records with the right to the Producer(s) or his assignee to use the same in any manner as
deemed fit and proper by the Producer(s) or his assignee. The Music Director further
undertakes not to hold the Producer(s) or his assignee responsible/liable for any errors in
the labels, covers, sleeves, catalogues, etc
13.4 No waiver by the Parties of any failure by them to keep or perform any covenant or
condition of this Agreement shall be deemed to be a waiver of any preceding or
succeeding breach of any covenant or condition of this Agreement.
13.5 If any clause or any part of this Agreement or the application of the same to any Party shall
for any reason be adjudged by a court or other legal authority of competent jurisdiction to be
invalid, such judgment shall not affect the remainder of this Agreement, the terms of which
shall remain in full force and effect.
13.6 This Agreement represents the entire agreement between the Parties in respect of its subject
matter and replaces any previous agreement(s) relating to the subject matter and may be
varied only in writing signed by the Parties.
13.7. This Agreement may be validly executed in any number of counterparts.
WHEREAS, this Agreement is deemed to have come in force from 18/10/2022.

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 IN WITNESS WHEREOF, the Parties have hereunto signed this Agreement, the day and the
year first hereinabove written.

Producer(s) Music Director

____________________________ ____________________________
SHEKAR CHANDRA

____________________________ Witness:………………………………….

Witness:………………………………….

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 ANNEXURE - A
Movie Name: "
Language: TELUGU,
Production House:
Director:
Music Composed By: SHEKAR CHANDRA
Starring:

S.No. Song Lyrics Singer(s)

1.

Producer(s) Music Director

____________________________ ____________________________
SHEKAR CHANDRA

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