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THIS AGREEMENT is made and entered at New Delhi on___ day of______________, 2018,
MORIS FILMS PRODUCTION HOUSE PVT LTD a Company registered under the Indian Companies
Act 2013 (CIN: U74999WB2018PTC225896), having its principal place of business at 2nd floor,
1554, Pearl Madurdaha LP213/69/0/2 Kolkata WB 700107 IN through its Director SHRI SUBRATA
MAJUMDER who is duly authorized vide Resolution of Board of Director dated 27 th September
2018 hereinafter shall be called and referred to as “PARTY A " (which expression shall unless it
be repugnant to the context or meaning thereof be deemed to include his heirs, executors,
administrators and assigns).


MR. NAVED AHMAD, also an adult, Indian Inhabitant, a developing Artist having address:
____________________________________________, having PAN No.___________________,
hereinafter shall be called and referred to as “PARTY B” (which expression shall unless it be
repugnant to the context or meaning thereof be deemed to include his heirs, executors,
administrators and assigns)

WHEREAS, PARTY A advise, assist, counsel, groom, nurture and guide PARTY B talent in
connection with all matters relating to PARTY B’s personal engagements, performances,
concerts, recitals, shows, films and bookings in all branches of the ENTERTAINMENT INDUSTRY.

WHEREAS, PARTY B is a person who has proven his talents in the field of
________________________________. [Talent to be mention here].

WHEREAS, PARTY B desires to hire the services of PARTY A and wishes to obtain advice, guidance,
counsel in order to establish his Artistic career in the Film Industry.

WHEREAS, PARTY A is involved in the business or marketing and promotion and is capable of
representing PARTY B adequately,

WHEREAS, PARTY A and PARTY B collectively known as Parties have executed this present
Agreement for the desires services as mention below;




1.1 PARTY B hereby engages PARTY A and it services as PARTY B sole and exclusive personal
representative and manager in the ENTERTAINMENT INDUSTRY and PARTY A hereby accept the
said proposal on the conditions as specified in this Agreement.

1.2 This Agreement is valid and shall remain in full force and effect for a term of 5(Five) years starting
from the effective date ____________ (specified date required), unless terminated prior to such
date by PARTY A only in-accordance with Clause on termination specified herein.

2.1 Renewal. Upon expiration, with the written approval of PARTY A, PARTY B shall have the right to
renew the said Agreement granted hereunder for an additional period of time as approved by
2.2 Termination. At PARTY A’s sole discretion, PARTY A shall have the right to terminate the operation
of this Agreement upon serving a written notice to PARTY B under the following conditions.
2.3 If for any reason whatsoever PARTY B fails to cooperate with PARTY A or fails to actively pursue
his Artistic Career as required/specified by PARTY B.
2.4 If the ability of PARTY B to perform shall become physically or mentally impaired, as a result of
such impairment PARTY B becomes unable to comply with any of his material obligations as
specified in this Agreement.
2.5 In addition, if PARTY B fails to render PARTY B’s services in the ENTERTAINMENT INDUSTRY as
aforesaid, PARTY A may, in addition to other remedies provided for herein, terminate this
Agreement upon serving a written notice to PARTY B.
2.6 Notwithstanding the foregoing, PARTY B understands that PARTY A has the exclusive right to
terminate this Agreement at any time, whereas PARTY B has no right to terminate this Agreement
within the specified term as mention above.
2.7 If PARTY B wishes to terminate this Agreement within the specified term, in this regard would
further attract a penalty and the payments that should be paid by PARTY B to PARTY A as mutually


3.1 PARTY A has entered into the present Agreement with PARTY B to render such advice, guidance,
counsel, and other services as PARTY B may reasonably require to further groom/nurture his
career as a musician, composer, actor, recording, writer etc. And to develop new and different
areas within which his Artistic Career can be developed and exploited. The rights and obligation
are as follows:
3.2 To be the sole representative of PARTY B with respect to the ENTERTAINMENT INDUSTRY and shall
put the best efforts , time, money and energy in representing PARTY B
3.3 To advice, groom, nurture, guidance, counsel, and other services as PARTY B may reasonably
require to further develop his Artistic career as a musician, composer, actor, recording, writer,
director or different area in which his Artistic talent can be developed and exploited.
3.4 To put best efforts in submitting PARTY B’s works and attempt to secure the best deals for PARTY
B and PARTY A shall not interfere in the creative ideas/skills forcefully though PARTY A shall advice

to do or not do such particular project which shall hamper or decrease the value of his artistic
3.5 To put best efforts to increase the worth / market value of PARTY B.
3.6 To engage, discharge and/or direct such theatrical agents, booking agencies, Directors, Film-
Maker Banner as well as other firms, persons or corporations who may be retained for the purpose
of securing contacts and engagements for PARTY B.
3.7 To engage manager/service-manager (employee of PARTY A) to groom, nurture, enhance the
talent of PARTY B and to support/manage PARTY B to get name/fame in the ENTERTAINMENT
3.8 To advise and consult with PARTY B regarding collection of income and the incurring of
expenditure and to use PARTY A’s reasonable endeavours to ensure that PARTY B receives
payment; and,
3.9 To consult regularly and keep PARTY B informed of all substantial activity undertaken by PARTY A
on PARTY B's behalf, and to discuss PARTY B’s career development generally and to periodically
offer constructive criticism; and,
3.10 To maintain records of all transactions affecting PARTY B’s career and to send PARTY B a
statement within 30-45 working days of the end of each calendar quarter disclosing all income,
the source of income, expenses, commission and other debts and liabilities arising during the
tenure of this Agreement; and,
3.11 To search work/project/assignment for PARTY B in the area of which the particular PARTY B is
interested and shall guide PARTY B at every step for the establishment of his Artistic career.
3.12 To protect and safeguard PARTY B from any moral/civil/criminal wrong while pursuing his Artistic
talent in a particular project during the course of this Agreement.


4.1 PARTY B hereby understand and agrees that PARTY A is the sole representative in terms of
development and promotion of PARTY B's career in the entire ENTERTAINMENT INDUSTRY. The
rights and obligation of PARTY B are as follows:
4.2 PARTY B agrees to pursue diligently and faithfully his Artistic career on a full time basis, to the best
of PARTY B’s ability, to do all things necessary and desirable to promote such career and maximize
earnings therefrom and to refrain from unlawful or offensive conduct.
4.3 PARTY B agrees to study, practice, train and rehearse as PARTY A may direct and to attend and
perform at any rehearsal, practice or training session which PARTY A may arrange.
4.4 PARTY B shall make himself available for the Services on such number of days and at such times
as may be required by PARTY A to the best of PARTY B's skill and ability and in accordance as
instructed by PARTY A.
4.5 PARTY B shall make himself available for the required services of any particular project to any
part/territory of this particular world respectively.

4.6 PARTY B shall not during the Term of this Agreement to take part in any performance,
engagement, or act, nor perform, sing or otherwise display or exploit his Artistic talent in any
manner, whatsoever, in any place whatsoever, except after consultation with PARTY A.
4.7 PARTY B name shall not be linked with any professional or commercial enterprise, whatsoever,
except after consultation with PARTY A.
4.8 PARTY B after signing any kind of project in-relation to his Artistic talent provided by PARTY B shall
never back out or reject that particular project respectively. It is the sole responsibility of PARTY
B to give his full commitment towards the project punctually and diligently and strive his full
endeavor to complete the assigned project.
4.9 PARTY B shall not during the term of this Agreement left any project assigned by PARTY A
incomplete. And if such things happens then PARTY B is solely liable to pay the damages for that
incomplete project respectively.
4.10 PARTY B shall make himself available for all the promotional/publicity activities of any project
during the release and after the release of that particular project which he has been linked or
assigned by PARTY A during the course and after the course of this Agreement as the project
specification demands.
4.11 PARTY B shall not hereby consult personally with any of the member of the project which he is
working for or shall never try to cheat/misbehave/blackmail/ or to create any kind of
mischief/misconducts with the director/writer/producer/actor/co-actor of the project
respectively. If such mischief/ misconduct occurred then PARTY B shall be solely liable for the
offence of such act and penalty/punishment can be imposed as decided by PARTY A.
4.12 PARTY B shall not enter into any Agreement or commitment which shall in any manner interfere
with PARTY A’s carrying out the terms and conditions of this Agreement.
4.13 PARTY B shall not, without PARTY A’s prior written consent, engage any other person, firm or
corporation to render any services of the kind required of PARTY A hereunder or which PARTY A
is permitted to perform hereunder.
4.14 PARTY B shall always consult the legal team as provided by PARTY A before signing/execution of
any of agreement in-relation to the project respectively.
4.15 PARTY B hereby acknowledges and agrees that PARTY A’s services to PARTY B hereunder are non-
exclusive and PARTY A shall at all times be free to perform the same or similar services for others in
any field, regardless whether any such PARTY B is in competition at any time with PARTY B, and
engage in any other activities without limitation whatsoever as PARTY A in PARTY A’s sole discretion
shall decide.
4.16 PARTY B shall promptly inform PARTY A of any kind of booking offers or projects with respect to
his Artistic career throughout the Territory of this Agreement.
4.17 PARTY B shall not contact any filmmaker, producer or any other production house, directly
without prior approval of PARTY A and if PARTY B got any work on his level than its PARTY B
responsibility to inform PARTY A, And further PARTY A shall confirm whether that work is good for
PARTY B or not.

4.18 PARTY B shall not bind into any other contract or to any other personal project in the Territory of
this Agreement.
4.19 PARTY B shall not form or enter into any similar group, association or other entity for purposes
of recording records, tapes or audio/visual devices, or for the purpose of performing live
engagements, or for the purpose of performing in television, theater or motion pictures, without
first obtaining PARTY A’s approval.
4.20 PARTY B agrees that an essential element of the Agreement is the skill and creativeness of PARTY
B. PARTY B therefore will not assign the creative or Artistic portion of the work to another party
for the production of the work without the written consent of PARTY A. Failure to conform to this
provision will result in the termination of the Agreement.
4.21 It is pertinent to mention that PARTY A shall not interfere in the creative ideas/skills of PARTY B
forcefully. The main purpose of PARTY A is to enhance, groom, nurture the skills/talent of PARTY
B and PARTY B is willingly to cooperate completely to develop and promote his Artistic career.
4.22 PARTY B shall actively pursue his Artistic career in the ENTERTAINMENT INDUSTRY and shall
follow all the advice and counsel provided by PARTY A.


During the term of this Agreement, PARTY B agrees to pay PARTY A.
5.1 Twenty Percent (20%) of PARTY B's GROSS PROCEEDS EARNINGS.
5.2 As compensation for the services to be rendered hereunder, PARTY A shall receive from PARTY B
(or shall retain from PARTY B’s gross proceeds earnings) after completion of any assign
project/work/assignment during the term hereof a sum of money equal to 20 % of PARTY B's
proceeds earnings.
5.3 The term “GROSS PROCEEDS EARNINGS", as used herein, refers to the total of all earnings, which
shall not be accumulated or averaged whether in the form of salary, bonuses, amount in
percentage% or any other kind or type of income which is reasonably related to PARTY B's career in
the entertainment, amusement, music, recording, motion picture, television, radio, literary,
theatrical, and advertising fields, and PARTY B's Artistic talents are developed and exploited,
received from administrators, assigns, or by any person, firm, or corporation.
5.4 If PARTY B procures an assignment from any clients which PARTY A had obtained prior to the
termination of this Agreement, then PARTY B is liable to pay PARTY A his/ her Commission and such
Commission shall be calculated in accordance with the term specified above.


To the extent applicable, PARTY A agrees to maintain accurate books and records of all transactions
concerning PARTY B and shall not intermingle the funds or accounts of PARTY B with other funds
or accounts of PARTY A. For each year during the term of this Agreement, PARTY A shall render
and deliver to PARTY B a statement of account detailing the amount of money collected, credited
to and receivable by PARTY A on behalf of PARTY B hereunder; the amount of expenditures

incurred by PARTY A on behalf of PARTY B hereunder; and the amounts payable to PARTY A and
PARTY B respectively under this Agreement within thirty (30) days following each month end, and
if such statement shows that one party owes a net amount to the other, such party shall promptly
pay to the other the amount due.
7.1 Confidential Information:
For purposes of this Agreement, PARTY A will loan to PARTY B one copy of, or provide PARTY B with
electronic access to, PARTY A's confidential House production data (Production Data"), which may
consist of printed manuals, computerized documents or software, information provided on the
internet or an extranet, audiotapes, videotapes, or any other medium which term as Confidential
Information which further includes all strategic and development plans, financial condition,
business plans, co-developer identities, data, business records, customer lists, project records,
market reports, employee lists and business manuals, policies and procedures, information relating
to processes, technologies or theory and all other information which may be disclosed by one Party
or to which the other Party may be provided access by PARTY A or others in accordance with this
Agreement, or which is generated as a result of, incidental to or in connection with the Business
Purposes, which is not generally available to the public

7.2 Non-disclosure Obligations:

PARTY B agrees to receive and hold the Confidential Information in confidence. Without limiting
the generality of the foregoing, PARTY B further promises and agrees to protect and safeguard
the Confidential Information against unauthorized use, publication or disclosure;
7.2.1 Not to use any of the Confidential Information except for the Business Purposes.
7.2.2 Not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or
otherwise use any of the Confidential Information except as specifically authorized by
PARTY A in accordance with this Agreement.
7.2.3 Not to use any Confidential Information to unfairly compete or obtain unfair advantage
vis-a-vis PARTY A in any commercial activity which may be comparable to the commercial
activity contemplated by the parties in connection with the Business Purposes.
7.2.4 To restrict access to the Confidential Information to those of its officers, directors, and
employees who clearly need such access to carry out the Business Purposes.
7.2.5 To advise each of the persons to whom it provides access to any of the Confidential
Information, that such persons are strictly prohibited from making any use, publishing or
otherwise disclosing to others, or permitting others to use for their benefit or to the
detriment of PARTY A.
7.2.6 To refrain from directly contacting or communicating by whatsoever means to the Source(s) of
Information without the written consent of PARTY A.
7.2.6 To undertake not to disclose any names and their particulars to third parties without the
written consent by PARTY A.

7.3 Exceptions:
The confidentiality obligations hereunder shall not apply to Confidential Information which:
7.3.1 Is, or later becomes, public knowledge other than by breach of the provisions of this
Agreement; or
7.3.2 Is in the possession of PARTY B with the full right to disclose prior to its receipt from PARTY A,
as evidenced by written records; or
7.3.3 Is independently received by PARTY B from a third party, with no restrictions on disclosure.

7.4 Return of Confidential Information:

PARTY B agrees, upon termination of the Business Purposes or upon the written request of
the other Party, whichever is earlier, to promptly deliver to the other Party all records, notes,
and other written, printed, or tangible materials pertaining to the Confidential Information.

7.5 No Right to Confidential Information:

PARTY B hereby agrees and acknowledges that no license, either express or implied, is hereby
granted to PARTY B by the other Party to use any of the Confidential Information. PARTY B further
agrees that all inventions, improvements, copyrightable works and designs relating to machines,
methods, compositions, or products of the other Party directly resulting from or relating to the
Confidential Information and the right to market, use, license and franchise the Confidential
Information or the ideas, concepts, methods or practices embodied therein shall be the exclusive
property of PARTY A and PARTY B has no right or title thereto.


The express intention of the parties hereto that PARTY B is and shall be an independent Party under
this Agreement, and no partnership, joint venture, fiduciary relationship or other special
relationship shall exist between PARTY B and PARTY A. This Agreement does not constitute PARTY
B as the agent, legal representative or employee of PARTY A for any purpose whatsoever, and
PARTY B is not granted any right or authority to assume or create any obligation for or on behalf
of, or in the name of PARTY A or in any way to bind PARTY A. PARTY B agrees not to incur or contract
for any debt or obligation on behalf of PARTY A, or commit any act, make any representation or
advertise in any manner which may adversely affect any right of PARTY A.

9.1 Indemnification. PARTY B agrees to indemnify, defend and hold harmless PARTY A and its affiliates,
shareholders, directors, officers, employees, agents, successors and assignees (the "Indemnified
Parties") against and to reimburse any one or more of the Indemnified Parties for all claims,
obligations and damages described in this Section, any taxes described below and any claims and

liabilities directly or indirectly arising out breach of this Agreement, except to the extent they arise
as a result of PARTY A's own gross negligence or willful misconduct. For purposes of this
indemnification, "claims" includes all obligations, damages (actual, consequential or otherwise)
and costs reasonably incurred in the defense of any claim against any of the Indemnified Parties,
including reasonable accountants', arbitrators', attorneys' and expert witness fees, costs of
investigations and proof of facts, court costs, other expenses of litigation, arbitration or alternative
dispute resolution and travel and living expenses. PARTY A has the exclusive right to defend any
such claim. This indemnity will continue in effect after the expiration or termination of this


PARTY B shall devote his/her full time, attention, and energies to the services of PARTY A and will
not engage in any other business activity, regardless of whether such activity is pursued profit, gain,
or another pecuniary advantage. PARTY B is not prohibited from making personal investments in
any other businesses provided those investments do not require active ac active involvement in the
operation of said companies.


PARTY B agrees, during or after the term of this Agreement and in future, not to reveal confidential
information, or trade secrets to any person, firm, corporation, or entity. If PARTY B reveal or
threaten to reveal any confidential information, PARTY A shall be entitled to issue an injunction
restraining PARTY B from disclosing same, or from rendering any services to any entity to whom said
information has been or is threatened to be disclosed, the right to secure an injunction is not
exclusive and PARTY A may pursue any other remedies it has against PARTY B for a breach or
threatened breach of this condition, including the recovery of damages from PARTY B.


This Agreement supersedes any prior Agreement between PARTY A and any predecessor of PARTY
A and PARTY B, except that this Agreement shall not affect or operate to reduce any benefit or
compensation inuring to PARTY B of a kind elsewhere provided and not expressly provided in this

Any notice given by either party to this Agreement shall be sufficient only if in writing and delivered
to the respective representatives of each party listed above.


In the event of any dispute or difference arising between the parties hereto or as to the rights and
obligations under this Agreement or as to any claim, monetary or otherwise of one party against

the other or as to the interpretation and effect of any terms and conditions of this Agreement, such
dispute or difference shall first be mutually resolved between the parties within a period of 30 days.
In the event that the dispute has not been resolved within the aforementioned period, the dispute
shall be referred to Arbitration of a common Arbitrator within a period of 21 days if agreed upon
otherwise to two or more Arbitrators, one to be appointed by each of the parties to this Agreement
within 30 days from the failure to appoint the sole arbitrator and such Arbitration shall be governed
by the Indian Arbitration & Conciliation Act, 1996. The venue for such Arbitration shall be in New
Delhi and the courts of Delhi shall have the exclusive jurisdiction for the same.


The PARTY A and PARTY B shall not be liable to the other for any delay to comply with its obligations
under this Agreement that is caused by an event of force majeure such as war, riot, explosion,
abnormal weather conditions, fire, flood, earthquake, tempest, violence of any army or mob or
enemies of the country or by any other irresistible force or similar natural calamity, nation-wide or
regional strike and lockout, government action or regulation and nation-wide or regional power
failure (“Force Majeure Event”).

In the event of any provisions of this Agreement being or becoming legally ineffective or invalid, the
validity or effect of the remaining provisions of this Agreement shall not be affected, provided that
if the invalidity or ineffectiveness of the said provisions shall not prevent or unduly hamper
performance hereunder or prejudice the ownership or validity of the Intellectual Property.

Failure of either party to exercise promptly any right herein granted, or to require strict performance
of any obligation, shall not be deemed to be a waiver of such right or of the right to demand
subsequent performance of any and all obligations herein.


This Agreement shall set forth the entire understanding between PARTY A and PARTY B and there
are no covenants, promises, Agreements, conditions, or understanding either oral or written
between them or other than what is stated herein.

This Agreements may be amended in a writing signed by a duly authorized officer or representative
of each of the Parties hereto.

IN WITNESS WHEREOF PARTY A has caused this Agreement to be executed by its duly authorized
officers and PARTY B has set his hand as of the date first above written. SIGNED, SEALED AND
DELIVERED in the presence of:


On behalf of PARTY A On behalf of PARTY B

By its Director/Partner/Authorized Signatory By its Authorized Signatory


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