Anda di halaman 1dari 7

Draft Agreement for Discussion Purpose Only.

Version 1.

DISTRIBUTION TERM SHEET

THIS DISTRIBUTION TERM SHEET is made on the date specified in Part I of


the schedule hereto (‘this SCHEDULE’) between the “ LICENSOR”
SPECIFIED IN Part 2` of the schedule (LICENSOR) of the First part and the
DISTRIBUTORs specified in Part 3 of the Schedule (DISTRIBUTORS) of
the Second part on the TERMS and CONDITIONS herein after contained –

SCHEDULE

PART 1
DATE OF DISTRIBUTION TERM
SHEET : 18-10-2010

PART 2
LICENSOR : YNOT STUDIOS

ADDRESS : 15 Palur Kanniyappan Street Mylapore Chennai


600004. PAN Number: ABCFS3963P
PART 3
LICENSEE / DISTRIBUTORS : PVR PICTURES LIMITED
ADDRESS 61, Basant Lok, Vasant Vihar, New
Delhi -110057
Phone – 91 11 41000462
Fax – 91 11 41665787
Draft Agreement for Discussion Purpose Only.
Version 1.

PART 4
RIGHTS GRANTED : 35mm/Digital Disc or all formats for
THEATRICAL exploitation of the Film in
theatres in Tamil Language only.
PART 5
FILM : “Va – Quarter Cutting” a feature film
starring Siva and Lekha Washington,
Directed by Pushkar- Gayatri, Music By
G.V. Prakash

PART 6
TERRITORY : TERRITORIES SHALL BE “All India
Except- Tamil Nadu AS KNOWN IN
THE FILM TRADE IN INDIA.

PART 7
DISTRIBUTION PERIOD : (6) SIX MONTHS COMMENCING FROM
THE DATE OF ITS FIRST THEATRICAL
RELEASE IN THE TERRITORY.

PART 8
THEATRICAL RELEASE DATE: 5th November, 2010

LICENSOR and the DISTRIBUTOR shall be collectively referred to as


“Parties” and individually referred to as “Party”.

WHEREAS:

1. LICENSOR is inter alia engaged in the business of production of


feature films.

2. DISTRIBUTOR is inter alia engaged in the business of distribution of


feature films.

3. LICENSOR represents that they are the sole owner of all the
intellectual property rights (including the theatrical rights) of the
film. The LICENSOR has the sole and exclusive right to grant/license
the exclusive commercial 35mm / Digital Disc theatrical rights of the
film for exhibition in theatres only (hereinafter referred to as the
“Rights”).

4. The LICENSOR has agreed to irrevocably grant the exclusive Rights


of the Film for the territory of all India except Tamilnadu as known in
the film trade in India (hereinafter referred to as the “Territory/s”)
on the terms and conditions hereinafter mentioned. Furthermore the
Draft Agreement for Discussion Purpose Only.
Version 1.

LICENSOR is free to exploit the Film in India through Home Video, VCD, DVD &
Pay Per View (PPV), Satellite only after completion of three months (hereinafter
referred to as the “Holdback Period”) from the date of its first theatrical release date.

5. This Distribution Term Sheet is for the grant of the Rights by way of
sole and exclusive license by LICENSOR to the LICENSEE/
DISTRIBUTOR under the provisions of the Copyright Act, 1957 (as
amended from time to time).

6. It is understood and agreed between the Parties that the


relationship between the Parties is on a principal-to-principal basis.
Neither Party will act nor has any Party the authority to act as an
agent for the other Party for any purpose whatsoever.

7. The Parties are now desirous of their mutual understanding in this


regard.

NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE


PARTIES HERETO AS FOLLOWS:

TERMS AND CONDITIONS.

1. The LICENSOR agrees to deliver all the publicity material including


but not limited to Single Sheet Posters, 10 x 20 feet Vinyl Banners,
Lobby Cards, Six Sheet Posters, prints and trailers. The cost with
regards to making and delivery of the Publicity Materials, prints and
trailer shall be solely borne and incurred by the LICENSOR.

2. The LICENSOR shall work in close coordination with the


DISTRIBUTOR for the execution of the publicity activities of the
DISTRIBUTOR.

3. The LICENSOR shall directly invest in the cost of prints, digital


exhibition charges, Virtual Print Fee, UFO, etc. The LICENSOR hereby
irrevocably authorizes the DISTRIBUTOR (at the LICENSORs cost) to
collect any number of prints from the processing lab. The LICENSOR
agrees to pay the cost on the actual raw stock and the processing
charges directly to the processing lab.

4. The DISTRIBUTOR shall collect all monies receivable from the


Exploitation of the Rights granted hereunder in the Territory
whether directly by the DISTRIBUTOR or indirectly through
agents/partners/third parties (the 'Receipts'), and shall have the
Net Receipts from the same from month to month strictly in the
manner and order appearing below, it being agreed that the
Draft Agreement for Discussion Purpose Only.
Version 1.

expression "Net Receipts" wherever stated in this Distribution


Term Sheet shall mean the Receipts of the Film less entertainment
tax, show Tax and any Local Taxes and/or other charges thereto if
any in force and the exhibitor's share of the box office receipts. The
Net Receipts shall be utilized as mentioned below:

a. Firstly, in recouping the DISTRIBUTOR's share of 10%


(Ten percent) (excluding taxes as applicable from time to
time) calculated on the total amount of Net Receipts.

b. Secondly, in recouping the Sanctioned Publicity Cost, if


any (as incurred by the DISTRIBUTOR) and other
operational cost or distribution expenses pertaining to the
Film. Sanctioned Publicity Cost and any other operation
cost and/or distribution expenses shall be recouped on
actual.

c. Thereafter, all balance payables shall be forwarded to


the LICENSOR.

5. The DISTRIBUTOR hereby agrees and confirms that fifteen (15) days
after the end of each month (for a period of first two months only) ,
the LICENSEE shall furnish to the LICENSOR statement showing the
latest information received by the LICENSEE for each month based
(after making any permissible deductions as aforesaid) on the
amount of revenue generated from the exploitation of the rights in
the film and the revenue due to LICENSOR in respect thereof and
after 7 days wherefrom provide the LICENSOR with a cheque
pertaining to the amount of revenue the LICENSOR is entitled for
that particular month. The aforesaid statements shall be provided
by the Distributor to the Licensor for a period of two months from
the date of first theatrical release date of the Film and after the
completion of the aforesaid two months the final business
statement/s for remaining months shall be provided by the
Distributor to the Licensor on expiry of Term of this Distribution
Term Sheet.

6. The LICENSOR undertakes to carry PVR Pictures release logo in all


the publicity, all communications, advertisements, hoardings of the
Film.

7. For all the trailers of the Film DISTRIBUTOR is entitled to put its
moving logo before the trailer of the Film in the Territory.
Draft Agreement for Discussion Purpose Only.
Version 1.

8. In case of any breach of any other terms and conditions of this


Distribution Term Sheet by the LICENSOR, notwithstanding any
other remedies available to the Distributor under the applicable law,
the DISTRIBUTOR shall be entitled to terminate this Distribution
Term Sheet forthwith at the risk and cost of the LICENSOR.

9. If any dispute arises between the Parties hereto during the


subsistence of this Distribution Term Sheet or thereafter, in
connection with the validity, interpretation, implementation or
alleged breach of any provision of this Distribution Term Sheet or
regarding any question, including the question as to whether the
termination of this Distribution Term Sheet by one Party hereto has
been legitimate, the Parties hereto shall endeavor to settle such
dispute amicably, failing which both the Parties shall resort to
Arbitration as mentioned in clause 12 below.

10. The LICENSOR warrants and represents that the Rights and
the intellectual property rights of the Film are Original and not
infringed by any one and is owned solely by the Licensor. In the
event the Rights (including the intellectual property rights of the
Film) are infringed, then upon so notifying to the DISTRIBUTOR in
writing, the LICENSOR shall immediately take an action against such
act of infringement. The LICENSOR shall keep the DISTRIBUTOR
continuously informed about the proceedings initiated against such
infringing party and the outcome of such proceedings.
Notwithstanding anything contained anywhere in the Distribution
Term Sheet, DISTRIBUTOR shall be entitled to do the following either
jointly or severally:

a) Claim damages from LICENSOR for the losses & damages


suffered by DISTRIBUTOR;
b) Terminate this Distribution Term Sheet forthwith if the
LICENSOR fails to remedy the act(s) of infringement.

This clause shall survive the expiry or early termination of this


Distribution Term Sheet.

11. LICENSOR undertakes to indemnify the DISTRIBUTOR at all


times and keep the DISTRIBUTOR fully indemnified from and against
all actions, proceedings, claims liabilities, disputes, demand, costs,
legal proceedings, awards and however arising directly or indirectly
as a result of any breach or non performance by the LICENSOR of
any of their undertakings warranties, obligations, or terms of this a
Distribution Term Sheet. This clause shall survive the expiry or early
termination of the Distribution Term Sheet.
Draft Agreement for Discussion Purpose Only.
Version 1.

12. In case of such failure as mentioned in Clause 9 above, the


dispute shall be referred to arbitration by one arbitrator nominated
by both Parties, failing which by 3 arbitrators, the LICENSOR
nominating one arbitrator and the DISTRIBUTOR 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 Delhi, India. The arbitration proceedings shall be conducted in
the English language. The arbitrators’ award shall be substantiated
in writing. The cost of arbitration proceedings shall be borne by the
LICENSOR only. The award shall be binding on the Parties. Any and
all claims, disputes, questions or controversies involving the Parties
and arising out of or in connection with this Distribution Term Sheet,
or the execution, interpretation, validity, performance, breach or
termination hereof (collectively, "Disputes") shall be subject the
exclusive jurisdiction of the Courts of Delhi, India

13. This Distribution Term sheet will be followed by a formal Long


Form Agreement (LFA). However until the execution of the LFA this
Distribution Term Sheet shall be for all purposes be binding on all
the Parties to this Distribution Term Sheet and all the parties
unequivocally agree to specifically perform their respective
obligations as outlined in this Distribution Term Sheet without any
demur

14. The responsibility with regards to payment of stamp duty as


applicable on this Distribution Term Sheet shall at all times rest with
the LICENSOR. This clause shall survive the expiry and early
termination of this Distribution Term Sheet.

ALL OTHER RIGHTS

Other than the theatrical rights for exploitation and exhibition in India of
the film given under this Distribution Term Sheet to the DISTRIBUTORs, all
copyrights and other exploitation and ancillary rights (IP rights) belong to
the LICENSOR exclusively.

The above has been agreed and confirmed by the Parties.

Confirmed and agreed as above

M/s. YNOT Studios PVR PICTURES


LIMITED
(LICENSOR) (DISTRIBUTOR)
Draft Agreement for Discussion Purpose Only.
Version 1.

Name: S. Sashikanth Name: S.


Venkatraghavan
Title: Partner Title: Regional Head-
Distribution
Date: Date:

Witness 1: Witness 1: