CONTENT LICENSING AGREEMENT
This content license agreement (“the Agreement”) is entered on this 29th day of April 2021 (“Date

of Execution”).

BY & BETWEEN:

__________________,a Content owner having his Registered Office at _____________________________ with Pan No :________________ & GST No: __________ hereinafter referred to as “the Licensor” which expression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include all its affiliates, subsidiaries, successors and permitted assigns);

AND

Movietone Digital Entertainment Pvt Ltd , a company registered in India under the Indian Companies Act 1956 having its registered office at 404,Crescent Towers, New Link Road, Andheri West ,Mumbai 400 053 Maharashtra State ,India with registration Number (CIN Number ) U74999MH2014PTC253575 with Pan no : AAJCM1427D & GST no 27AAJCM1427D1ZQ (hereinafter referred to as “the Licensee”, which expression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include all its affiliates, subsidiaries, successors and permitted assigns).

Each of the Licensor and the Licensee shall be individually referred to as a “Party” and collectively as “Parties”.

WHEREAS:

The Licensor and its affiliates are the copyright owners in respect of rights cleared Content
listed in Annexure “B”, including all audio, video, audio-visual and E-Book content comprised therein, in any and all formats of exploitation on any and all platforms inclusive of the digital platform including but not limited to the Mobile platform in the Territory (defined below);
TheLicenseeisengaged,interalia,inthebusinessofMediaandEntertainmentthroughMobile / Internet , acquiring and distributing TV Channels, Movies, Videos, Audios, Audio Visual content, Games, Applications etc to End Users over the Licensed Services (defined below);
The Licensee has requested the Licensor to allow the Licensee to offer Content to the End Users on download basis over the Licensed Services in the Territory (defined below);

The Licensor hereby grants to the Licensee, the Exclusive rights from Effective Date for the Term and throughout the Territory, to exploit the Content, and offer the Content for download, streaming, subscription, hiring, renting on the Personal computing/Entertainment Devices and Mobile Devices, in any form or manner, and the sole and exclusive rights to authorize others to do the same, in any media or format, whether now known or hereafter devised including without limitation the right on Personal Entertainment Devices and Mobile Devices, to distribute or cause them to be broadcast or diffused and publishing in any other way the whole or any part of the Content, by whatever means, of the Content on Personal Entertainment Devices and Mobile Devices of the consumers of the Content Dealers. It also includes the exclusive right to license the distribution of Content or Source Content on data storage medium of any nature (MMC cards, memory sticks) for Mobile Devices & Personal Entertainment Devices.

D. Conditions of the License

a. This License Agreement is Exclusive to the Licensee .

b. The License granted herein in respect of the Content shall include for the purposes of promotion of Content or the Films or for being able to effect the exploitation of the rights granted herein:

1. The right to use and exploit the Content or any part thereof, in synchronized or timed relation in advertisements, trailers, non films music videos and other promotional and ancillary material or any other audio-visual work necessary in the opinion of the Licensee to give effect to its rights;

2. The right to use the Content either singly or in combination with other similar Content and to sell, distribute and advertise the same in any format and in any configurations now known or hereafter devised on Personal Entertainment Devices and Mobile Devices and release the same under any trademarks, trade names or label provided by the licensor.

3. The right to use the names, photographs, likenesses, biographies of all performers associated with or involved in the creation of the Content including the names, photographs, likenesses, biographies of the artists, composer, lyricist, musicians and the companies (i.e., all persons who have rendered services in connection with the Films or Source Content) in connection with the Content and all other Publicity Material throughout the Territory for purpose of exploiting the Licensee’s rights under this Agreement.

4. The Licensee shall enter into agreements with those entities, individuals or dealers interested in content/product on terms it deems fit, on behalf of the Licensor, to collect royalties, commission, profit share, and monetary compensation or compensation of any nature towards the exploitation

of the Rights of the Content offered by Content Dealers or individual throughout the Territory and

for the Term of this Agreement.
5. The parties agree that due to novel Corona Virus (COVID- 19) Pandemic there is a complete lock

down and hence it is not possible to either pay stamp duty on the instrument or frank it and execute it as required under the law. The Parties irrevocably agree that the Agreement which is being shared over email, as the final version (PDF) shall be effective, binding for all purposes and shall be fully enforceable in the Court of Law as if it was executed, duly stamped and witnessed on the Effective Date.

E. Definitions:

a. Content: Content includes Source Content, of Films/Albums or any derivative of the Source Content or Films transformed, edited, inspired or modified in any manner to enable consumption, rendering or display on Mobile Devices, and Personal Entertainment/Computing Devices. Content includes but is not restricted to, themes, wallpapers, stills, screensaver, games, interactive content, animations, comics, trailors, making, images, and any text, images, videos, Embedding of Images, Videos or its derivative, with or without sound, audio clips from the movie, created or collated from the Source Content. Content also includes but is not restricted to ring-tones of all types including Mono Tones, Poly-Tones, True-Tones, sing-tones, ring back tones, embedded tones, or any tone created or inspired from the Source Content. It includes Radio which can be wireless, online or broadcast. It includes all known and future formats, styles and mechanics any other form, format or medium whatsoever for bearing or used for emitting sounds, whether such forms, formats or media are presently available / known as well as those which may be developed in the future and shall include the ability to broadcast the entire duration of the audio of the cinematograph film as defined in the Copyright Act, 1957 on personal entertainment devices and mobile devices. “Content” means any sound, text, data, picture (still or moving), other audio-visual representation, signal or intelligence of any nature or any combination thereof which is capable of being created, processed, stored, retrieved or communicated electronically or modification or adoption thereof.

b. Films: This refers to cinematograph films (as defined in the Copyright Act, 1957) and is inclusive any of the releases of the Licensor during the term of this Agreement, the Rights of which vest with the Licensor.

d) e)

d. a)

Personal Entertainment Devices shall mean and include the following:

Devices capable of delivering audio output such as iPods, mp3 players etc by means of side loading or downloading;
Included but not limited to them are devices, which are exclusively gaming consoles like Xbox, Sega, Nintendo etc;

Devices like PCs, or any device capable of executing binary instruction code and have the ability to load, store and process binary code or data in its memory;
Devices, which have the ability to access the internet using any protocol or mechanism; Television or any device has the ability to display standard or hi-def or any television signals of any standard;

Content Dealers/Producers: Content Dealers are all entities which have the ability to offer Content for the use of their consumers / end users through the following mediums:

Mobile and telephony protocols, existing and yet to be invented

b) IP protocol and all its revisions and versions
c) Closed networks of users using any data transmission protocol or mechanism e.g. IPTV

e. Mobile Devices: Mobile Devices are devices which have telephony capability, either inbuilt or by in conjunction with any device or software which allows it to have a telephony usage, accessed by wires or wireless which includes but is not limited to GSM, CDMA, WiFi, WiMax or any other protocol or format, either existing or invented in the future.

f. Territory: Territory shall mean the entire world.

g. Licensor Sound Recording shall mean a sound recording of the Films, Albums, Documentaries or from any derivatives in video or audio formats.

h. Source Content: Licensor Images & Videos includes all Source content already made public or which is made available during the term of this Agreement.

E. Interpretation :

Unless the context shall otherwise require:

a) The Recitals hereinabove form an integral and operative part of this Agreement;
b) Words denoting the singular only shall include the plural and vice versa;

available to

c) References to Clauses, Annexure and Schedules shall be construed as references to Clauses of, Annexure of and Schedules to this Agreement (of which they form part) except where otherwise stated;

d) Clause headings herein are for convenience of reference only and shall not affect the interpretation hereof;.
e) “Includes” and “including” are not limiting;.
f) “All” includes “any” and “any” includes “all.”

F. Licensor Deliverables to the Licensee:

The Licensor shall carry logos and CTA (Call TO Action) Codes including inter alia the Short code on all its Media promotions, CD Inlays, MC Inlay, Posters etc.

G. Term:

The term of the agreement shall be 60 (Sixty) months from the Effective date, with a lock -in period of 3 years.

H. Renewal:

It is agreed by and between the Parties that if the Parties fail to agree on terms for such renewal, the Licensor shall, for a period of 1 (one month) from the expiry of the Term of this Agreement, not enter into a similar license agreement with any third party on terms which are more favourable than those offered to the Licensee. It is further agreed between the Parties that for a period of 1 (one month) from the expiry of the Term of this Agreement, the Licensor shall not enter into any agreement for Content with any third person without first offering the same to the Licensee. Any agreement entered into between the Licensor and any third party on such refusal shall not be on more favourable terms as had been offered to the Licensee. Notwithstanding anything to the contrary in this Agreement the Licensor recognizes and acknowledges that any breach or threatened breach of this Clause by it may cause the Licensee irreparable harm for which monetary damages may be inadequate. The Licensor, therefore, agrees that the Licensee shall be entitled to the remedies of specific performance and/or an injunction to

restrain the Licensor from such breach or threatened breach and /or any other equitable relief from a competent court of law. Nothing in this Agreement shall be construed as preventing the Licensee from pursuing any remedy at law or in equity for any breach or threatened breach of this Agreement.

I. a. Representations And Warranties

Both the Parties represent and warrant to each other as follows:

a) The execution and performance of this Agreement does not conflict with any other agreements of warranting Party.
b) The execution and performance of this Agreement is within the power of the warranting Party and have been duly authorized by such Party.
c) It is duly incorporated and organized, legally existing, validly existing and in good standing.
J. The Licensor warrants, declares, covenants undertakes and agrees that:
a) It is the exclusive and absolute exclusive and unencumbered legal owner of Rights of the Content in respect of the Films, Albums, Audio, Video, etc and that it has not, prior to the signing of this Agreement granted, assigned, transferred or encumbered in any way and in any manner whatsoever or created an adverse title to the Rights or any part thereof to any other person to the prejudice of the Licensee;
b) There is no present or prospective claim, proceeding or litigation in respect of the Film, Albums, Audio, Video, etc or the Rights in the Film or the title thereof or the ownership of copyright in the Film which may in any manner impair, limit inhibit, diminish or infringe upon any or all the Rights in the Films, Albums, Audio, Video, etc ;
c) The Licensor shall sign and execute such further and other document or documents as the Licensee may at any time require for the purpose of more effectively fulfilling and carrying out this Agreement;
d) The Licensor shall ensure a clear right of distribution for the Content and will take all such action, including legal and statutory remedies at its own cost throughout the territory at the request of the Licensee, to ensure that the Licensee is able to give effect to its rights within this Agreement.

The Licensee specifically represents and warrants that:

a) It will use the said Content strictly in accordance with the terms as set out in this Agreement;
b) It shall ensure use all reasonable endeavors to ensure that the Content will contain no sound, text, music, literature, slogans, strap lines, banners, banner headlines, scream lines or images of any nature or any other reference for any purpose which is defamatory, offensive, obscene or which could be
construed as bringing Licensor or the Content into disrepute;
c) That the Licensee shall maintain a transparency in its dealings with entities on behalf of the Licensor
and shall always protect the interests of the Licensor;
d) Any changes in terms and conditions of the Content Dealers shall be conveyed in writing to the
Licensor by the Licensee within a reasonable time frame;

L. General Obligations

a) Both the Parties shall provide all reasonable support to enable the other to discharge its obligations as specified in this Agreement.
b) The Licensor shall provide a reasonable amount of merchandise relating to its Source Content to the Licensee to enable it to run promotion and marketing campaigns. The Licensee shall take all

reasonable steps to promote the Licensed Works/Content and Source Content through all available means including, without limitation, websites owned or operated by it.

c) All communication or information regarding the Source Content and Licensed Works/Content sent to consumers from the Licensor including by way of print media, television commercials, audio CDs, and pre-recorded audio cassettes covers or any other media used for such purpose, shall identify the Licensee and carry the codes of the Licensee to help the consumers access and download the licensed works to the extent that the Licensee has made a written request to carry such information on specified Source Content and Licensed Works/Content, and has provided the information to be so carried, except where the carrying of such information is not permissible under law.

d) Both the Parties shall ensure the security of the Content, Source Content or such materials considered necessary for the purpose of this Agreement while these are within their respective control and both Parties hereby undertake to prevent their loss, pilferage, theft and/or unauthorized use or duplication contrary to the rights and obligations of the Parties hereto.

M. Indemnification

a) The Licensor declares and confirms that the Licensor shall indemnify and keep indemnified, saved, defended and harmless the Licensee, its successors and assigns, and its respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fee), arising out of or in any way connected with any breach of any representation or warranty made by the Licensor or by reason of any act of omission or commission on account of the Licensor.
b) The Licensor indemnifies and holds harmless the Licensee from and against any loss, injury or damage caused to Licensee in consequence of any of the breach of warranties or arising out of any claim alleging that the use of the Content constitutes in any way a breach of any warranties or rights of other parties who may have claim over the said Content. The indemnification shall include any legal costs, punitive or compensatory awards or expenses and disbursements paid by Licensee on advice of is legal counsel to compromise or settle any claim.

N. Termination

The Licensee or Licensor will not terminate the agreement before the expiry of 60 (Sixty) months from the Effective Date. Provided however that the Licensee or Licensor can terminate the Agreement prior to the expiry of 60 (Sixty ) months if there is a material breach of the terms and conditions of this Agreement. A material breach for the purposes of this Clause means a breach that, if such breach is capable of remedy, has not been remedied within 30 (thirty) Days of service of a written notice from the Licensee to the Licensor or vice versa requiring that such breach be remedied. In case the termination happens prior to 60 Months ,then the content owner has to repay all charges incurred by Movietone Digital Entertainment Pvt Ltd in distributing the content worldwide. The repayment would be in accordance to the services & expenses incurred by Movietone Digital Entertainment Pvt Ltd for the syndication of the content .

O. Acknowledgement

The Licensee acknowledges that the Licensor is the owner of the copyright in all the Source Content. The Licensee undertakes not to claim any right over or dispute the ownership of copyright of the Licensor at

any time, which shall always remain the sole and exclusive property of the Licensor. The copyrights and the intellectual property rights in respect of the aforesaid works shall remain with the Licensor.

P. The Licensor has agreed to grant such a license to the Licensee on such terms and conditions as set out hereinafter

Revenues earned by this means would be paid to the concerned content providers according to the share percentage agreed upon by both the parties.
Agreement is made for a single content or a bank of content
Payments would be made by the Licensee after 90 days (Every Quarter) after receiving the invoice from the Licensor ,only after the successful deployment /release of the content on any platform.
Payment Schedule - August (Q1 April - June), November (Q2 July to Sep), February (Q3 October to December ), May (Q4 January to March )
Licensee may use third party Digital agencies for maximum exploitation of the contents and to enhance maximum revenue generations.
The fees or charges levied upon the end user for any particular content or a bank of content shall depend on Licensee discretion only.
Any content provider can choose to partner with Licensee to enhance the viewership of any content by allotting a particular Advertising budget for the same, which would be entailed as ad expense.
Any content provider is free to use any kind of offline marketing activity for any content although Licensee should be notified for the same in order to maximize the revenue through the digital medium.
For any customized Social media Campaigns, the operational cost shall be applicable to the content Producer/Licensor.
Anylegalissuearisingoutofthecontentshallbethesoleresponsibilityofthecontentproviders, since Licensee is merely distributing the said content to different mediums for viewership & not producing it. The content provider will indemnify Licensee against any damages claimed through any dispute in any part of the world.
Licensee shall deem the Content Provider/ producer /party which signs this agreement as the owner of the content, until advised otherwise by any court of law.
LicenseecansyndicateAudioMusicofanycontentproviderunderthelabelnameOnClickMusic till the agreement exists , all copyrights of the music content is held by the content owner only & exclusively syndicated via Movietone Digital Entertainment Pvt Ltd/Licensee under the Label OnClick Music. OnClick Music is owned by Movietone Digital Entertainment Pvt Ltd/Licensee & no second party holds any rights to it.
Licensee shall make the payments to only one single bank account of the content provider.
7
Licensee will not be responsible for any legal issues arising after the payments made by Licensee as royalties to the content producer ( licensor).
Any Tax issues arising out of the payments made by Licensee shall remain the licensors responsibility.
AnyTaxliabilitiesarisingoutoftheconversionofForeignexchangeshallbebornebythecontent provider.
AnyexpensearisingoutofconversionofContentintodigitalformatwillbebornebythecontent provider & it would be reduced from the first payment made to the content provider.
Licensee would share the Net Revenue generated in the ratio of 70 : 30 (70% to the content owner) from the said content along with quarterly reports to the Licensor in order to raise the invoice.
Licensee Net Revenue is defined as End User Price less Taxes (WPC and DOT) less Operator’s Share of Revenue. Applicable GST needs to be mentioned during raising the invoice. Without a Valid Invoice payment will not be released.
GSTclaimedbyLicenseeshouldbepaidtothegovernmentofIndiaontime,foranyInputCredit not received Licensee shall stop further payments .
All ad expense payments have to be made in advance.
All disputes and differences and/or claims arising out of this Agreement shall be settled by arbitration conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any statutory amendment or modification thereof.
Each party shall be entitled to appoint one arbitrator each and the two Arbitrators shall mutually appoint a third arbitrator as the Presiding Arbitrator. The Arbitration proceedings shall be conducted in English and each party shall bear its own costs in respect of the arbitration. The award made by the Arbitral Tribunal shall be final and binding on the parties.
Neither Party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure. “Force Majeure” for the purpose of the Agreement shall mean any circumstance beyond the reasonable control of the Parties which results in a Party being unable to observe or perform on time an obligation under this Agreement, such circumstances shall include without limitation acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution, governmental rulings against performance of this Agreement.
ThePartyaffectedbyForceMajeureshallgivepromptnoticewithinaperiodoffifteen(15)days to the other Party. If a delay or failure by a Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either Party may immediately terminate the Agreement on providing notice in writing to the other Party.

Both parties shall keep all information of confidential nature-technical, commercial or of any other nature, whether documented or not (confidential information received from the other party in whatever form) strictly confidential and shall not disclose it to third party without the prior written consent of the other party. Both parties undertake, (i) not to use the other party’s Confidential Information except solely for the purposes contemplated by this agreement or as is required in normal course of business (ii) to protect such Confidential Information, with the same degree of care as the other party normally uses to protect its own Confidential Information and proprietary information against public disclosure, but in no case, with any less degree than reasonable care (iii) not to disclose Confidential Information to any of the party’s personnel other than those for whom such knowledge is essential for the purposes contemplated in this Agreement or for their normal course of business and such disclosure shall be made only on the conditions of strict confidentiality. It is agreed and understood between the parties that the personnel to whom such Confidential Information is disclosed shall also be bound to observe confidentiality with respect to it. The party disclosing such Confidential Information to its personnel shall be liable for any breach of confidentiality for disclosing such information.
This agreement may be amended only by a writing that refers specifically to this agreement and is signed by the authorized representatives of the parties.
This agreement shall be governed and construed in accordance with the laws of India.
Expenses with regard to agreement documentation needs to be paid solely by each party.

IN WITNESS WHEREOF the Parties hereto have hereunto set their respective hands the day and date hereinabove mentioned

SIGNED AND DELIVERED by

The LICENSOR,
By Authorized Signatory, _______________________

SIGNED AND DELIVERED by

The LICENSEE : Movietone Digital Entertainment Pvt Ltd By Authorized Signatory, Kavita Shetty

Content Details –

Annexure A

Terms & Conditions