EXHIBITOR AGREEMENT

 

Public Screening License General Terms

 

This Public Screening License General Terms Sheet (“General Terms”) details the terms and conditions upon which Lost the Plot, a sole proprietorship owned by Ms. Nikita Naiknavare having its office at 1204/4 Ghole Road, Shivajinagar, Pune 411004 (“Lost the Plot/LTP”) grants licenses for the public screenings of Licensed Motion Pictures in the Territory to Exhibitors. 

 

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1. DEFINITIONS AND INTERPRETATION

 

1.1. In this License, the following definitions apply:

 

“Advertising Guidelines” means the terms and conditions governing the advertising of Screenings as intimated by LTP to the Exhibitor from time to time.

 

“Advertising Materials” means without limitation digital images, text, images, illustrations, photographs, designs, logos, and posters that relate to the Film and all other materials provided by or on behalf of LTP for the purposes of the Exhibitor advertising the Screening.

 

“Availability Date” shall mean a country specific date authorized by the owner/ studio of the Film from which date LTP may make such Film available to the Exhibitor in the Territory for Non-Theatrical Exhibition for the License Period. 

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“Box Office Returns Report” means LTP’s standard report to be completed by Exhibitor after the completion of all screenings, which shall include without limitation, details of audience numbers, Box Office Returns and dates of Screenings. 

 

“Box Office Returns” means the total box office revenue received from the full price of all tickets purchased for attendance at the Event. 

 

“Business Day” means any day other than Saturday, Sunday or a bank holiday in India. 

 

“Event” means the event at which the Screening takes place on the Screening Date(s) agreed with LTP in advance, as specified in the Principal Terms Sheet (“Principal Terms”).

 

“Exhibitor” means the individual or entity that has tied up/contracted with LTP in order to book Films for Screenings under this License.

 

“Film” means a licensed motion picture or other programme specified in the Principal Terms Sheet.

 

“High Definition” or “HD” shall mean the exhibition of Content with a spatial resolution greater than 720 x 480 pixels for NTSC and 720 x 576 pixels for PAL, 30 frame per second interlace, but in no event at a spatial resolution exceeding 1920x1080, 60 frames per second progressively scanned.

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“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. 

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“Screening Approval Request Form” means the screening request form (which may be updated from time to time) sent by LTP to be completed by Exhibitor on each occasion that Exhibitor wishes to make a booking of a Film for a Screening

 

“Invoice” means a valid and accurate invoice containing all necessary information including the relevant License Fee and any other amounts due under this License.

 

“License Fee” means the amount detailed in the Principal Terms Sheet which is payable by Exhibitor for a Screening in accordance with Clause 6. 

 

“License Period” means the period specified in the Term Sheet during which the requested Screening may take place.

 

“Materials” means LTP’s own legally sourced copy of the Film on DVD, Blu-ray Disc, or other physical playback material upon which the Film is contained. Please contact LTP for permission to use a format other than DVD or Blu-ray Disc. 

 

“Party” means LTP and Exhibitor, and each shall be a “Party”

 

“Screening” means the Screening Type as mentioned in the Term Sheet.  

 

“Territory” means the Territory as listed at the Term Sheet.

 

1.2. In this License:

 

a. references to statutes or statutory provisions include those statutes or statutory provisions as amended, extended, consolidated, re-enacted or replaced from time to time and any orders, regulations, instruments or other subordinate legislation made under them;

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b. unless specified to the contrary, use of the singular is deemed to include the plural;

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c. any undertaking by Exhibitor not to do any act or thing shall be deemed to include an undertaking not to permit or suffer or assist the doing of that act or thing; and

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d. the headings shall not affect interpretation.

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2. USE OF MATERIALS

 

2.1. Exhibitor is responsible for ensuring that it uses a legal copy of the Film authorized for Screening by the owner of the copyright in the Film. LTP does not authorize the exhibition of any films by the Exhibitor, which have not yet been released for sale or rental in the Territory. 

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2.2. No cutting, editing, alteration, adaptation or copying of any Films or Materials shall be permitted. It is not permitted to remove or alter any copyright or other notice, burn-in warnings, watermarks (whether visible or invisible), associated names, logos, trademarks or the like included in any Film or Materials without LTP’s prior written consent.

 

2.3. Exhibitor shall ensure that the equipment for film presentation and sound reproduction used for the Screening of the Film is in good and efficient working order. 

 

2.4. Exhibitor shall be responsible and liable for obtaining any and all local, municipal and government permission or licenses including but not limited to any permission relating to the speaker, sound, fire compliances with regard to its venue where the Screening of the Film is to be exhibited, and any ancillary no objection certificates required.   

 

2.5. In the event the Exhibitor is using the music or soundtrack of the Film outside of the Film, Exhibitor shall be solely responsible and liable to obtain such permission from the concerned owner or studio and pay for any royalties arising towards such music and soundtrack of the Film to the authorized owner or studio and the relevant copyright societies. 

 

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3. SCREENING AND GRANT OF LICENSE

 

3.1. Subject to the full and timely payment by Exhibitor to LTP of the License Fee and the Service Fees/ Subscription Charges (as applicable) and Exhibitor’s full performance of all Exhibitor’s obligations in this License, LTP grants to Exhibitor a non-exclusive license for Exhibitor to exhibit the Film (as per the details specified in the Term Sheet) in the Territory only for Screening during the applicable License Period. For the avoidance of doubt, sub-licensing is strictly prohibited without express approval from LTP.

 

3.2. The Exhibitor shall ensure that all Screenings will be of the Film in its entirety, including without limitation, credit titles, trademarks, any other legal notice, and the censorship certificate. Screening of “extra” features, or features other than the Film itself (including without limitation audio commentaries, documentaries and deleted scenes) is not permitted. Screening by broadcast, diffused or digital systems including without limitation closed-circuit or any other similar methods of transmission by Exhibitor are strictly prohibited except as specified in the Term Sheet or with the prior written consent of LTP. Screening using any format of the Film other than the Materials is strictly prohibited, unless with LTP’s prior written consent.

 

3.3. Exhibitor shall be responsible for conforming to whatever local censorship regulations govern exhibition of the Film by Exhibitors in the Territory. All costs and expenses in relation to such compliance shall be payable by the Exhibitors and Exhibitor indemnifies and will continue to indemnify LTP for any payments made by LTP in relation to such compliance. In the event, exhibition in the Territory, of any Title shall be prohibited by the ‘Board of Censors’ or similar bodies, Exhibitor shall return to LTP or to LTP’s designee without delay: 

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a) all Materials related to the Film; and 


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b)   the certificate of the ‘Board of Censors’ or other similar bodies in the Territory evidencing such prohibition, such certificate to be legalized under local law and certified by the U.S. Consul’s office in the Territory. 

 

3.4. Exhibitor shall be permitted to charge for admission to the Screening of the Film if the License provided is for a Commercial Screening. Exhibitor shall not be permitted to charge for admission to the screening of the Film if the License provided is for a Non-Commercial Screening. However, this does not prohibit Exhibitors from charging their club members annual subscription or membership fees. 

 

3.5. This License does not include the right to: (a) any live public performance (as part of a screening or otherwise) of the musical compositions embodied in the soundtrack of a Film; or (b) the performance of any musical works to accompany the Film during the Screening. 

 

3.6. Indoor Screenings of Films must take place indoors and in premises, which are fully enclosed. 

 

3.7. Such premises may be fixed or mobile. If the premise is mobile then the Screening shall only be permitted within the Territory.

 

3.8. Nothing contained in this License shall be construed as a license to copy any Film, to issue copies of any Film to the public, to rent or lend any Film to the public, to communicate any Film to the public (including without limitation by way of broadcast or making available by electronic transmission) or to perform, show or play any Film in public other than in accordance with the terms expressly set out in this License. 

 

3.9. The License and rights granted to the Exhibitor shall be subject at all times to the terms and conditions of LTP’S agreement with the relevant licensor (owner/studio) which shall remain confidential between LTP and such licensor. 

 

3.10. In addition to the grant of License pursuant to this clause, LTP shall also be providing certain ancillary services as more particularly mentioned under Annexure B of the Principal Terms Sheet. 

 

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4. ADVERTISING

 

4.1. Whether (and the extent to which) Advertising of the Screening is permitted, depends on the type of screening that LTP has licensed to the Exhibitor under this License:

 

4.1.1. For Commercial Screenings and Advertised Non-Commercial Screenings: Exhibitor shall be permitted to advertise: (i) at the venue at which the Screening will take place; (ii) online; and (iii) using any other means of communication to the general public. Any such advertising must be in accordance with the Advertising Guidelines and Exhibitor must submit all advertising material to LTP for prior approval.

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4.1.2. For Non-Commercial Screenings, with the exception of Advertised Non-Commercial Screenings: Unless mutually agreed between the Parties in writing (email accepted), the Exhibitor shall be permitted only to advertise the Screening within the venue at which the Screening will take place, and to the members of a members-only film club which is holding the Screening (e.g. by email or newsletter to such members). Unless mutually agreed between the Parties in writing (email accepted), the Advertising of Screenings is prohibited on: (i) websites other than the relevant members-only film club’s websites which are accessible by member only password; and (ii) any other means of communication to the general public. 

 

4.2. Neither the Films nor the Advertising Materials nor any rights granted to the Exhibitor under this License may be used to: (i) promote or endorse any product, service, or organization (other than the Screening itself, subject to Clause 5.1); or (ii) give the impression that LTP, the owner/ studio that owns the Film or any person, character, company or corporation connected or associated with the Film, its production or distribution (including the actors, producers or studios) endorses any product, service, or organization. In particular, Exhibitors must ensure that all advertising related to the Film and Screening must not give the impression of a direct association between the Exhibitor (or any sponsor) and the Film. 

 

4.3. This License does not entitle the Exhibitor to run themed events or promotions, which relate to the contents of the Film (e.g. the trademarks and logos), or any person, company, or corporation connected or associated with the Film, its production or distribution (including the actors, producers or studios). Third party licenses are required for such themed events and promotions. Exhibitors must obtain the written approval from LTP if they wish to run these types of activities.

 

4.4. Exhibitors may not use any Advertising Materials or any characters, elements, or storylines from the Film for marketing purposes which are designed to parody, ridicule or satirize the Advertising Materials or the Film, any character depicted in the Film, LTP, or any person, company or corporation connected or associated with the Film, its production, or distribution (including the actors, producers, owners or studios).

 

4.5. Upon LTP’s request, the Exhibitor must alter or remove any advertising (including Advertising Materials) in relation to the Film.

 

4.6. Exhibitor must obtain LTP’s prior approval in order to use any materials to advertise a Screening, other than the Advertising Materials.

 

4.7. Furthermore, the Exhibitor shall not, without LTP’s prior written permission:

 

a. use the Advertising Materials for any purpose other than for advertising the relevant Screening in accordance with the terms of this License. For the avoidance of doubt, prohibited use includes but is not limited to using the Advertising Materials as part of any library, archive or similar service;

 

b. redistribute or allow any third party to use the Advertising Materials;

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c. alter, edit, adapt or otherwise tamper with any Advertising Materials. This includes removing or altering any copyright or other notice, burn-in warnings, watermarks (whether visible or invisible), associated names, logos, trademarks or the like included in any Advertising Materials, cutting, cropping, writing over, superimposing other content, or re-coloring in any way (however, resizing of the Advertising Materials as a whole is permitted);

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d. commercially exploit (other than as permitted under this License), sell, or supply any Advertising Materials for money or money's worth, or syndicate, loan, assign, dispose of or otherwise transfer any Advertising Materials to any third party;

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e. use the Advertising Materials in connection with any competition, contest, lottery, prize draw, quiz, trivia game, event, organization (including, without limitation, an organization’s logo), product or service; 

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f. use the Advertising Materials in any feature or article that is unconnected to or is not primarily focused on the marketing of the Film to which the Advertising Materials relate;

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g. create a database in electronic or structured manual form of any Advertising Materials (e.g. by systematically downloading and storing any/all of the Advertising Materials); 

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h. use Advertising Materials in any publication, social media page, website, or micro site that is primarily devoted to or themed around the Film (including supplements and special editions); 

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i. use the Advertising Materials, or any elements thereof, to create new works of any kind or nature, including, without limitation, those which are derivative of the Advertising Materials; or 

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j. use logos of or owned by the studios which LTP represents.

 

4.8. Where an Exhibitor has a sponsor for its brand, Event, or Screening (or otherwise), this License does not entitle the sponsor to show the Film; only the Exhibitor is authorized to screen the Film.

 

4.9. LTP’s prior written consent is required for the use of advertising reels played before and after Films, and certain restrictions may apply. 

 

4.10. Exhibitor shall not use the Advertising Materials, or any elements thereof, in a manner, which defames or diminishes the reputation of LTP, the studios or the owners of the Advertising Materials.

 

4.11. Exhibitor shall show only the actual Film itself together with the other items required to be shown as per law and not any other materials contained on the Physical Media copy, including (without limitation) theatrical trailers, behind-the-scenes footage, deleted scenes, additional commentary including “director’s version”, interviews with the cast and crew, documentaries relating to the film, reviews, photos, bloopers and out-takes. 

 

 

5. TERMINATION

 

5.1. LTP may terminate the contract with immediate effect by notice in writing to Exhibitor: (a) if the Exhibitor is in material breach of any of Exhibitor’s obligations in this License; (b) if the copyright owner of a Film licensed under this License elects to withdraw the Screening rights (c) as stated elsewhere in this License; and (d) if it is LTP’s good faith opinion that, the Exhibitor has behaved in a way that has significantly diminished the business reputation of LTP in the Territory 

 

5.2. LTP may terminate the contract with a thirty (30) day notice in writing to Exhibitor without cause for convenience.

 

5.3. LTP's rights under Clause 5.1 are without prejudice to any other rights LTP may have hereunder or at law in relation to termination of this License, including without limitation any right to damages.

 

5.4. Either LTP or Exhibitor may terminate the contract with immediate effect by notice in writing to the other if: (a) such other Party becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; (b) such other Party ceases or threatens to cease to carry on the whole or a substantial part of its business; (c) such other Party compounds or makes any voluntary arrangement with its creditors; (d) a resolution is passed (otherwise than for the purpose of solvent amalgamation or reconstruction) or an order is made for the winding  up of such other Party; (e) such other Party is the subject of a notice of intention to appoint an administrator or liquidator, is the subject of a notice of appointment of an administrator, is the subject of an administration application, becomes subject to an administration order or has an administrator appointed over it; (f) a receiver or administrative receiver is appointed over all or any of that other Party’s assets or undertaking; (g) an encumbrancer takes possession of any of the other Party’s property; (h) such other Party suffers any similar action due to debt, including any without limitation, distrain over any of its assets; (i) such other Party is dissolved; or (j) if the equivalent of any of the events described in this Clause 5.4 occurs in relation to such other Party under the laws of any jurisdiction.

 

5.5. Upon termination of the contract, all sums due (including without limitation the License Fee) will become immediately payable. Clause 6.6(b) will apply from the payment due date.

 

5.6. If either Party cannot perform its obligations under this License due to an event of force majeure, this License shall terminate immediately on service of written notice except insofar as any liabilities or rights have accrued.

 

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6. LICENSE FEE 

 

6.1. For Commercial Screenings:

 

6.1.1. If the Term Sheet states that the License Fee is a Flat Fee: The License Fee payable is the flat fee amount for the relevant number of screenings and maximum capacity at the venue at which the Screening takes place. The Invoice payable for Commercial Screenings will be raised by LTP and sent to Exhibitor and must be paid in the manner enlisted under Annexure A of the Principal Terms Sheet.

 

6.1.2. If the Term Sheet states that the License Fee is Box Office Based: The License Fee payable shall be calculated based on the ticket price of the Event at which the Film Screening takes place, following receipt of a complete and accurate Box Office Returns Report and shall be the greater of either:

 

a) an amount equal to the minimum guarantee amount as agreed with LTP in writing, prior to the Screening Date; or

 

b) an amount equal to the percentage share of the Box Office Returns (excluding any taxes)

 

6.1.3. The Invoice for Commercial Screenings will be raised by LTP to Exhibitor after receipt of the Box Office Returns Report and is payable within seven (7) days of the date of the Invoice.

 

6.1.4. Exhibitor shall complete and return a Box Office Returns Report no later than seven (7) Business Days following each Screening.

 

6.1.5. Where Exhibitor provides the Box Office Returns Report for a Commercial Screening outside of the seven (7) Business Days detailed in Clause 6.1.4 on more than one occasion, LTP shall be entitled to terminate the Exhibitor booking account and Exhibitor will incur a late returns fee.

 

6.1.6. In the event that a Box Office Returns Report is not provided by Exhibitor to LTP in accordance with Clause 6.1.4, LTP may at LTP’s discretion invoice Exhibitor a percentage of an amount equal to the maximum capacity of the premises where the Screening takes place, multiplied by the full ticket price for the Event at which the Screening takes place.

 

6.2. For Non-Commercial Screenings: The License Fee payable is the flat fee amount for the relevant number of screenings and maximum capacity at the venue at which the Screening takes place. The Invoice payable for Non-Commercial Screenings will be raised by LTP and sent to Exhibitor and must be paid prior to the Screening Date.

 

6.3. Applicable to Commercial Screenings and Non-Commercial Screenings: Exhibitor is solely responsible for all applicable royalties, license fees and other payments due in respect of the performing rights in any music or mechanical reproduction of any recordings in the Film exhibited by Exhibitor (including without limitation to the copyright societies in India and UK’s Performing Rights Society. 

 

6.4. Exhibitor shall indemnify and continue to indemnify LTP from any liabilities, losses, damages or expenses, including, without limitation, legal fees or mechanical royalties in respect of this Clause 6.3. The Exhibitor undertakes to indemnify and keep LTP, at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision, legal costs on a solicitor and own client basis) awards and damages however arising directly or indirectly as a result of any breach or non-performance by the undertakings, warranties or obligations under this Agreement.

 

6.5. Exhibitor shall upon LTP’s request provide LTP and LTP’s authorized agent with access to the premises at which the Event takes place to check the accuracy of the Box Office Returns. Exhibitor shall upon LTP’s request provide LTP with evidence necessary to verify the number of customer admissions and admission charges applicable to the relevant Screening. If Exhibitor has underreported customer admissions or charges, or there are inaccuracies in the Box Office Returns Report, then in addition to any other rights and remedies LTP may have, LTP may invoice Exhibitor for the License Fees in respect of: the underreported amount; LTP’s audit expenses; and interest for late payment in accordance with Clause 6.6(b). Exhibitor shall pay LTP such amounts within one (1) week of Exhibitor’s receipt of LTP’s invoice for such sums.

 

6.6. Without prejudice to any other rights and remedies available to LTP in law or under this License, Exhibitor acknowledges and agrees that, where Exhibitor fails to provide a Box Office Returns Report, if applicable, or pay an Invoice due under this License within the time periods specified in this Clause 6:

 

a. then LTP shall be entitled to charge Exhibitor a reasonable administration fee to cover the reasonable costs and/or losses incurred by LTP in notifying Exhibitor of such failure, and requesting that Exhibitor remedy such failure (“Administration Fee”); and

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b. Exhibitor shall, subject to written demand by LTP, pay interest on the overdue amount at the rate of three per cent (3%) per annum. Interest shall accrue on a daily basis until the date of payment.

 

6.7. LTP may submit invoices to Exhibitor for the Administration Fee at any time and Exhibitor shall pay such invoices within seven (7) days of receipt of such invoice.

 

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7. INTELLECTUAL PROPERTY

 

7.1. Exhibitor acknowledges and agrees that all rights, titles and interests of every kind and nature whatsoever (including without limitation all intellectual property rights) in and to the Films, the Materials, and the Advertising Materials are and shall be owned solely by LTP or are licensed to LTP. During the License Period or thereafter, Exhibitor shall (i) at no time acquire any rights other than to the Screenings confirmed in this License, and at all times subject to the terms and conditions of this License, and (ii) not register, attempt to register, or assert ownership in the Films, Materials or Advertising Materials.

 

7.2. All copyright and other intellectual property rights in all Materials and Advertising Materials arising from or created, produced or developed by Exhibitor (whether alone or jointly with others) under or in the course of its use of the Film and Screening wherever in the world enforceable, shall immediately upon creation vest in and remain the sole and exclusive property of LTP, subject only to Exhibitor’s possession and use in accordance with and subject to this License. Exhibitor hereby irrevocably and unconditionally assigns to or (in the case of moral rights) waives in favour of LTP, all right, title and interest in and to such Materials.

 

7.3. Exhibitor agrees, at their own expense, to take all such actions and execute all such documents as may in LTP’s opinion be necessary to enable LTP to obtain, defend or enforce LTP’s rights in the Materials, and shall not do or fail to do any act which would or might prejudice LTP’s rights under this Clause 7. Each Film shall be exhibited with whatever notice of copyrights or other legal notices appear in the Materials and Exhibitor shall not, and shall not permit or authorise a third party, directly or indirectly, to delete or tamper with such notices.

 

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8. CONFIDENTIALITY

 

Except as required by law, both LTP and Exhibitor shall procure that all confidential information disclosed by one to the other in relation to the Screenings (and all negotiations and discussions in relation thereto) shall remain confidential and shall not be disclosed to any third party. Neither party will publish nor permit to be published any information about their relationship, unless that information has first been approved for publication by the other. LTP and Exhibitor shall comply with all applicable laws, regulations and directives relating to data protection.

 

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9. NOTICES

 

With the exception of any notice given under the Cancellation Policy outlined in the Principal Terms Sheet, any notice to be given under or in relation to this License shall be in writing in English and signed by or on behalf of the Party giving it and may be served by sending it either by hand, courier or registered mail or via fax to: (i) in the case of Exhibitor, the Exhibitor’s registered office address or fax number as set out on this License; and (ii) in the case of LTP, LTP’S registered office address. Notices may not be sent by email.

 

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10. DATA PROTECTION

 

10.1 Exhibitor agrees to notify all of Exhibitor’s team that: (i) LTP may process personal data relating to members of Exhibitor's team (in particular, business contact details) in order for LTP to further its legitimate business interests in managing this License and the relationship with Exhibitor; and (ii) LTP may share such personal data with its associated companies, licensors, sub-contractors and agents for this purpose, which may include transferring Exhibitor's team's personal data outside India, in which case LTP ensures that there is adequate protection for such personal data. 

 

 

10.2 Exhibitor acknowledges that it is a separate data controller of any personal data it processes in relation to this License and the Screening, and shall procure that Exhibitor’s team shall, in performing its obligations under this License comply in all respects with the data protection and/or privacy laws, regulations, instruments or codes of practice relating thereto prevailing in India (“Data Protection Laws”), and otherwise in accordance with this Clause 10.3 and any LTP policies that have been notified to Exhibitor.

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10.3 Exhibitor shall be liable for and shall indemnify LTP against any and all claims, actions, liabilities, losses, damages and expenses (including legal expenses) incurred by LTP which arise directly or indirectly out of or in connection with Exhibitor’s data processing activities under this License, including, without limitation, those arising out of any third party demand, claim or action, including by a data protection authority, or any breach of contract, negligence, fraud, willful misconduct, breach of statutory duty or non-compliance with any applicable Data Protection Laws by Exhibitor or Exhibitor’s team.

 

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11. TAX

 

11.1 Exhibitor shall obtain all governmental permits necessary to pay the amounts due Exhibitor as and when required under this License. Exhibitor shall pay and shall be solely responsible for all taxes, levies, charges and other governmental and municipal impositions and fees, however denominated, imposed, assessed or levied against Exhibitor, including without limitation, sales tax, goods and services tax, value added tax, customs, duties, and any national, state, county, city and other taxes relating to or imposed upon the sale, license, importation, distribution, exhibition or other use of the Film and/or for the grant and exercise of the rights hereunder. For the avoidance of doubt, where the Territory is comprised of more than one (1) jurisdiction for withholding tax purposes, or where Exhibitor is exhibiting outside of its country of residence, incorporation or organization, which the Parties acknowledge is as stated in section 1 of the Principal Terms Sheet (“Exhibitor’s Country of Origin”), Exhibitor acknowledges and agrees that LTP shall not be liable for (and LTP shall not be charged for) any intra-territorial withholding taxes incurred by Exhibitor from the exhibition or other use of the Film and/or for the grant and exercise of the rights hereunder. Exhibitor acknowledges and agrees that the only withholding tax that may be deducted under this license shall be withholding tax, if any, imposed by the taxing authorities of Exhibitor’s Country of Origin, as described in the sub-clause headed “Taxes on Amounts due to LTP” below. All amounts payable by Exhibitor to LTP in connection with this License are exclusive of any sales tax, goods and services tax, value added, or similar tax required under any applicable law (“Indirect Tax”). If any Indirect Tax is required under applicable law, such Indirect Tax will be added to the amounts payable by Exhibitor under this License, and will be calculated by multiplying such amounts by the appropriate rate of Indirect Tax. Where required by local law, Exhibitor will pay such Indirect Tax directly to the applicable taxing authority. 

 

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12.   MISCELLANEOUS

 

12.1. No forbearance or delay by either Party in enforcing its respective rights under this License, or at law, equity, statute or otherwise will prejudice or restrict the rights of that Party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.

 

12.2. Subject to the specific limitations set out this License, no remedy conferred by this License is intended to be exclusive of any other remedy except as expressly provided for in this License, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder at law, or in equity, or by statute or otherwise.

 

12.3. In the event of any contradiction in the terms of this Agreement and the Principal Terms Sheet, the terms of this Agreement shall prevail over the provisions contained in the Principal Terms Sheet. 

 

12.4. If any of the provisions of this License is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions will not be prejudiced unless the substantive purpose of this License is then frustrated, in which case either LTP or Exhibitor may terminate the contract immediately on written notice.

 

12.5. Exhibitor shall do or procure to be done all such further actions and execute or procure the execution of all such other documents as the other may from time to time reasonably require for the purpose of giving such other Party the full benefit of the provisions of this License.

 

12.6. LTP and Exhibitor are independent contractors, and neither is agent for the other, nor has any authority to make any contract, whether expressly or by implication, in the name of the other, without the other’s prior written consent.

 

12.7. This License constitutes the entire agreement and terms governing the relationship of LTP and Exhibitor in respect of the Film booking, and supersedes any previous agreement between them, or any prior usage, course of dealing or custom. Neither LTP nor Exhibitor shall rely on nor have any remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) by any person (whether LTP or Exhibitor or any other third party) other than as expressly set out in this License as a warranty. The only remedy available to Exhibitor for breach of a warranty shall be for breach of contract under the terms of this License.

 

12.8. Nothing in this License excludes or limits the liability of a Party for fraud, fraudulent misrepresentation, breach of confidentiality, death or personal injury caused by a Party’s negligence, infringement by Exhibitor of the intellectual property rights of LTP or a third party, or Exhibitor’s intentional misconduct or gross negligence.

 

12.9. Subject to Clause 12.7, the following provisions set out the entire financial liability of each Party (including without limitation any liability for the acts or omissions of each Party’s employees, agents and sub-contractors) to the other Party:

 

a. In respect of any loss or damage which in any way arises out of or is connected with the performance or non-performance by LTP of any of its obligations under this License, LTP’s liability will be limited in aggregate to the amount of License Fees paid or payable for a period of one (1) year and as stated in this agreement. 

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b. Neither Party shall be liable to the other Party for loss of profit, loss of business, depletion of goodwill or for any indirect or consequential loss or damage whatsoever or howsoever caused which arise out of or in connection with this License even if such loss was reasonably foreseeable.

 

12.10. No provision of this License is intended to confer a benefit on, or to be enforceable by, any person who is not LTP or Exhibitor, and any rights that a third party might have bestowed by the Contracts (Rights of Third Parties) Act 1999 are specifically excluded.

 

12.11. Exhibitor may not assign a contract or any benefits or interests arising under such a contract. LTP may make such an assignment without restriction.

 

12.12. Dispute Resolution: Any disputes or differences arising out or pertaining to this Agreement, shall first be resolved by the parties through negotiations, failing which such disputes / differences shall be subject to Arbitration of Arbitrator/s as may be mutually appointed by the Parties. Such Arbitration proceedings shall be conducted at Pune, in accordance with the provisions of the Arbitration and Conciliation Act, 1996.  The Award passed by the Arbitrator/s in pursuance of such Arbitration proceedings shall be binding upon both parties hereto. All such disputes / differences and arbitration procedures shall be subject to the Jurisdiction of the Courts of Law at Pune. 

 

 

Last Updated on: 11th May 2020