ARTIST AGREEMENT THIS ARTIST AGREEMENT is made and entered into on this ____ day of ______ 20___ at Mumbai

by and between; ______ Entertainment Pvt. Ltd., a company incorporated under the provisions of Indian Companies Act 1956, having its registered office at ______ hereinafter referred to as ______ (which term shall, unless repugnant to the context or meaning hereof, be deemed to mean and include its successors-in-interest and permitted assigns) of the FIRST PART; AND ______, an adult Indian inhabitant, residing at, ______ referred to as Artist, (which term shall, unless repugnant to the context or meaning hereof, be deemed to mean and include his successorsin-interest and permitted assigns) of the SECOND PART; AND ______ Media Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at ______ (hereinafter referred to as ______ which expression shall, unless repugnant to the context or meaning thereof be deemed to include its successors in title and permitted assigns) of the THIRD PART; ______, Artist and ______ shall hereinafter collectively be referred to as Parties and individually be referred to as Party. WHEREAS: 1. ______ is in the business of website development and maintenance and offers services and applications for selling, distributing, exploiting and delivering various, audio and video content on the internet, mobile etc. The Artist is a veteran actor of Bollywood Film Industry.

2. 3.

______ is engaged in the business of celebrity management and entertainment marketing which includes inter alia purchase, organizing celebrity professional activities, merchandising, auctions, consulting, organizing events, and in the business of entertainment, e-commerce, multimedia and other related activities; and has the rights to manage the professional activities/ advertisements of Artist and acknowledged hereby by the Artist.
______ is desirous of acquire the services of the Artist for the Activity (defined hereinafter) during the term of this Agreement. The Artist has agreed to provide his service for the Activity on the terms and conditions contained in this Agreement.

4.

5.

NOW THEREFORE, in consideration of the foregoing the parties are desirous of entering into this Agreement on the terms and conditions contained hereinbelow: 1. DEFINITIONS:

1.1

Activity shall mean Mobile Live Chats conducted by ______ for various Mobile Operators whereby the subscribers of the respective Mobile Operators can call on a designated number provided by the Mobile Operator and chat with the Artist. Effective Date shall mean ______ 20___. Licensed Content shall mean OBD prompts/ recordings in the voices of the Artist for the purpose of promotion of the Activity. Mobile Devices shall mean 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, TCP/IP, Internet, 2G, 3G and LTE or any other protocol, service or format, either existing or invented in the future. Mobile Operators shall mean entities who are in the business of providing telephony services to their consumers, either via wires or wireless, landline or mobile, via GSM, CDMA or 2G, 3G and LTE or any protocol. Term shall be for a period of six (6) months commencing from the Effective Date. Territory shall mean India. PRINCIPAL UNDERSTANDING: ______ is presently conducting Activity for various Mobile Operators within India. ______ is desirous of conducting Activities with the Artist for various Mobile Operators. ______ has therefore approached the Artist and requested the Artist to provide his services for the Activity. ______ is further desirous of acquiring the Licensed Content for the purpose of promotion of the Activity. The Artist has agreed to make himself available to ______ for the Activities during the term of this Agreement. ______ shall conduct the Activities on such date and time as may be mutually agreed between the parties hereto and confirmed by the respective Mobile Operator. The Artist has further agreed to record the Licensed Content and provide the same to ______ for the promotion of the Activity. It is hereby agreed that the Artist shall provide his services and the Licensed Content on exclusive basis during the term of this Agreement. ______ hereby represents that it shall not in any way associate any brand with the Artists name, image, likeness etc. that shall in any manner imply Artists association with such brand/ advertiser/ sponsor.

1.2 1.3

1.4

1.5

1.6 1.7 2. 2.1

2.2

2.3

3. 3.1

DELIVERABLES OF ______: ______ shall conduct Activities with the Artist for various Mobile Operators during the term of this Agreement. The Activities shall be conducted on such date and time as may be mutually agreed between ______ and the Artist and as may be confirmed by the Mobile Operator. All Activities shall be subject to prior professional commitments of the Artist.

However ______ shall not conduct the Activity with the Artist for more than one Mobile Operator on one day. 3.2 ______ shall undertake promotion of the Activity by seeding the Licensed Content on the network of the Mobile Service Provider on whose network the Activity shall be conducted. DELIVERABLES OF ARTIST: The Artist shall make himself available on exclusive basis for a maximum of three (3) times during the term of this Agreement for the Activity. The Artist shall make himself available for a minimum of one (1) hour for each of the Activity conducted by ______. The Artist shall also make himself available fifteen (15) minutes prior to each of the Activity for pre-activity briefing and set up. This pre-activity briefing and set up period shall be over and above the one (1) hour of the activity. The Artist shall record OBD Prompts and recordings for the promotion of the Activity, as per the script provided by ______ at least ten (10) days prior to the Activity enabling ______ to promote the activity with the Licensed Content. DELIVERABLES OF ______: ______ shall liaise between ______ and the Artist. ______ shall assist ______ in getting dates from the Artist for the Activities. ______ shall ensure that the Artist shall record and deliver to ______ the Licensed Content at least ten (10) prior to the respective Activity. CONSIDERATION: In consideration of the Artist providing his service for the Activity, ______ has agreed to pay to the Artist a total amount of Rs. ______/- (Rupees ______ only) inclusive of all taxes for the term of this Agreement. The Minimum Guarantee Amount shall be paid by ______ on execution of this Agreement. The amount of consideration paid to the Artist shall be subject to tax deduction at source as per the applicable laws. Service Tax, if applicable, shall be paid by ______ basis a proper tax invoice raised by the Artist. TAX: As per section 206AA of the Indian Income Tax Act, with effect from April 1, 2010, it is mandatory to provide Permanent Account Number (PAN) on all invoices/ communications. In compliance of the above requirement, each Party to the Agreement shall independently and exclusively be responsible to collect and provide correct PAN number to each of the other Parties. Both Parties undertake to indemnify and to hold the other Party harmless against any loss, expense and increase in costs incurred by other Party as a consequence of default on the part of the Party in discharging its obligations for payment of any taxes, customs duties, levies and other charges for which it is responsible under this Agreement and in law.

4. 4.1

4.2

5. 5.1

5.2

6. 6.1

6.2

7. 7.1

7.2

7.3

7.4

In case of change in taxation laws due to any amendment, insertion, overruling or substitution of any provision or enactment of any new tax laws which would have an impact on the transaction, whether due to tax compliance, statutory requirement, disclosure etc. the Licensee shall provide full support by providing requisite information/ documents/ details/ certification to the Licensor to meet out its statutory requirements or compliances or disclosures as required by the amended tax laws. Each Party is responsible for and will pay all taxes it is legally obligated to pay which are incurred or arise in connection with or related to the transactions contemplated under this Agreement. Both Parties agree to support each other with any needed documentation that may be required to fulfill the requirements of the applicable withholding laws. The paying Party will furnish the other Party with a tax certificate or other appropriate documentation evidencing such payment. The Parties will use reasonable efforts to help ensure that any taxes withheld are minimized to the extent possible under applicable law. Except to the extent specifically agreed to in these presents, in no event shall either Party be liable to the other for costs of procurement of substitute goods or services, loss of use, data or profits, interruption of business or any special, incidental, direct, indirect, exemplary, or consequential damages, arising out of or in connection with this Agreement INTELLECTUAL PROPERTY RIGHTS: The Artist shall be the sole and exclusive right holder in all the rights, including but not limited to the Intellectual Property Rights in the Licensed Content. Nothing contained in this Agreement shall be construed to be transfer of Intellectual Property Rights in the Licensed Content in favor of ______. ______ shall not claim any rights in the Licensed Content except as may be provided to under this Agreement. INDEMNITY: The Artist shall indemnify and hold harmless ______, its affiliates, directors, officers, employees, from against any claims, suits, damage, cost, expenses (including attorney fees) that may be brought against ______ or its affiliates, directors, by any third party for engaging the Artist for the Activity during the term of this Agreement. TERMINATION: Either ______ or the Artist may terminate this Agreement in the event other party commits breach of any of the terms and conditions, responsibilities, representations, warranties, obligations under this Agreement and fails to remedy such breach within thirty (30) days from the date of receipt of notice from the non-breaching party requiring the breaching party to remedy the breach. In the event of termination or on expiry of the term of this Agreement ______ shall make all payments that are due to the Artist till the date of termination of this Agreement on pro rata basis. ______ shall return to the Artist the Licensed Content provided by the Artist to ______ for the promotion of the Activities.

7.5

7.6

7.7

8. 8.1

9. 9.1

10. 10.1

10.2

11. 11.1

MISCELLANEOUS: Confidentiality: Each Party shall treat as strictly confidential and not use or disclose to any person any information received or obtained by virtue of this Agreement and which is expressly designated or commonly understood as being confidential (collectively, "Confidential Information"). The restrictions contained hereinabove shall continue to apply for a period of 6 (six) months from the date of lawful termination and/or expiry of this Agreement. Either Party may disclose Confidential Information only where it is (i) required by Applicable Law; (ii) required by any Government Authority; (iii) disclosed only to professional advisers, directors, employees of a Party in connection with this Agreement; (iv) or which has entered into public domain through no fault of that Party. Notice: Any notice or other communication to be given by any Party to the other Party shall be in writing and dispatched by either an electronic or physical medium at the addresses as mentioned in the Title of this Agreement and such notice shall be deemed served on the other Party, 7 days from the date of dispatch, unless otherwise proven. No Partnership or Agency: This Agreement does not operate to create a partnership between the Parties, or to authorize any Party to act as an agent for the other. Force Majeure: Neither Party shall be held responsible to the other Party for its temporary or permanent inability to perform its obligations under this Agreement, if such incapacity is caused by the occurrence of a Force Majeure Event. For the purposes of this Agreement Force Majeure Event shall include fire, earthquake, act of god, act of public enemy, any municipal ordinance, any state or federal law, governmental; order or regulation or any other cause beyond the other Partys control, or by reason of Artist suffering, any facial or other physical impairment, or disfigurement detracting from his appearance The Parties agree that their mutual obligations shall be in abeyance during the occurrence of a Force Majeure Event. If such Force Majeure continues for a period of 60 days, Artist shall have the option to terminate this Agreement with immediate effect, by serving a prior written notice in advance. Renewal/ Modification/ Alteration of Agreement: This Agreement may be renewed, modified and altered upon mutual written consent of both the Parties. Severability: If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. Counterparts: This Agreement may be executed in two counterparts, each of which, when executed and delivered, is an original, but all the counterparts taken together shall constitute one document.

11.2

11.3

11.4

11.5

11.6

11.7

12. 12.1

ARBITRATION: In the event of any dispute between ______ and the Artist arising out of this Agreement, the parties shall endeavor to resolve such dispute by mutual discussion. In the event the parties fail to resolve such dispute then either party may refer the dispute to Arbitration. The arbitration proceeding shall be conducted as per the provisions of the Arbitration and Conciliation Act 1996.

12.2

The arbitration proceeding shall be conducted in English language and the venue for the arbitration proceeding shall be Mumbai. The arbitral award shall be binding on the parties hereto. GOVERNING LAW AND JURISDICTION: This Agreement is governed by and is to be construed in accordance with the laws of the Republic of India. The courts of Mumbai shall have the sole and exclusive jurisdiction over all the disputes between the parties hereto arising out of this Agreement, however subject to Clause 12 hereinabove.

13.

IN WITNESS WHEREOF, the Parties hereto by their authorized representatives have executed this Agreement upon the Effective Date.

For ______ Entertainment Pvt. Ltd.

Artist

For ______ Media Private Limited

Name: ___________________ Designation: _________________ Witness:

Name: ___________________ Designation: __________________ ______ Witness: Witness: