AGREEMENT BETWEEEN PRODUCER AND STYLIST

THIS AGREEMENT BETWEEEN PRODUCER AND ACTOR ("hereinafter referred to as an

Agreement") is made at Bangalore and entered into on this d day of in continuation to the
verbal agreement as mutually agreed upon by the parties hereunder earlier; now written down
as under:
BETWEEN
MD MEDIA CORP, a proprietary firm through its Proprietor having PAN: GEPD0405E, residing
at, hereinafter in this agreement referred to as the *PRODUCER" which expression shall unless
it be repugnant to the context or meaning thereof deemed to mean and include the said
PRODUCE& and its successors and assigns) of FIRST part;
AND
(Trade Name: Ambara), aged about years, Occupation: Director of Photography, having PAN:
and GST# (hereinafter in this agreement referred to as the 'DIRECTOR OF PHOTOGRAPHY OR
DOP" which expression shall unless it be repugnant to the context or meaning thereof deemed
to mean and include the said DOP, and his/her legal heirs, legal representatives, administrators,
successors and assigns) of Other part;
(hereinafter in this agreement referred to as the "DOP" which expression shall unless it be
repugnant to the context or meaning thereof deemed to mean and include the said DOP, and
his/her legal heirs, legal representatives, administrators, successors and assigns) of OTHER part;

FILM TITLE: "" or whatsoever name decided by the Producer later on ("hereinafter in this
agreement referred to as "the ----------------Featured Film")

The DOP and Producer shall, where the context so permits, be collectively referred to as the
"Parties" and individually as the "Party".
WHEREAS:
A) The PRODUCER is in the business of media and entertainment, inter alia, of production,
exploitation and worldwide distribution of feature film.
B) The Director of Photography is the chief over the camera and light crews working on a
film and is responsible for making artistic and technical decisions related to the image.
The study and practice of this field is referred to as cinematography. The Director of
Photography takes care over the camera, lighting, all the photography components of
film, including framing, costumes, makeup, and lighting, as well as the postproduction
work such as color correction and grading.
C) The PRODUCER herein approached the DOP to engage the him as an 'independent
Director of Photography" to perform the services set forth herein, and the DOP hereby
accepts such engagement.
D) Pursuant to discussions had between PRODUCER and the DOP, the DOP has agreed to
perform for the aforesaid Film and all such other services in relation thereto as may be
required.
E) The Parties are now desirous of recording the terms and conditions of performance for
the said Film by the DOP, hence this Agreement.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. ENGAGEMENT/GAURANTEED PERIOD OF ENGAGEMENT TERM:

The Producer herein engages the DOP to be the Cinematographer of the Film ‘’. This is
the working title of the Film and the final name of the film may change. During this
engagement, the DOP will render services whenever and wherever producer may
require, in a competent, conscientious, and professional manner, meeting the needs of
the film in all matters, including those involving artistic taste and judgment.

2. SERVICES:
a. Directors of Photography (DOP) being the key Head of Department on film
productions shall provide a film with its unique visual identity or look as
approved by the Director.
b. DOP must discover the photographic heart of a screenplay, using a variety of
source material including stills photography, painting, other films, etc.
c. DOP shall create the desired look using lighting, framing, camera movement, etc.
and the DOP shall collaborate closely with the camera crew (Camera Operator,
1st and 2nd Assistant Camera, Camera Trainee and Grips).
d. During filming, the DOP shall also work closely with the Gaffer (who runs the
lighting team), the production Designer, Costume Designer, and the Hair and
Make-up Department.
e. DOP shall align and plan the visual style of the Film, refining the screenplay and
discuss the same with Director of the film up to the approval of the Director.
DOP shall conduct research and preparation including carrying out technical
recces of locations. DOP shall prepare a list of all required equipment’s such as
Cameras, lightings, film stock, cranes and all accessories for the production office
to procure.
f. During preparation, the DOP shall also test special lenses, filters or film stocks,
ensuring that the results fit with the Directors vision for the film.
g. On each day of principal photography, the DOP along with the camera crews
shall arrive early on set to prepare the equipment’s. During rehearsals, the
Director and DOP Shall block (decide the exact movements of both actors and
camera) the shots as the actors walk through their actions, discussing any special
camera moves or lighting requirements with the Camera Operator, Gaffer and
Grip.
h. Each shot is marked up for focus and framing by the 1st AC and while the actors
finish make-up and costume, the DOP shall oversee the lighting of the set for the
first take.
 i. During postproduction, DOP shall attend the digital grading of the film, as and
when required by the producer.
j. The DOP shall work on commercials and promos as well as on the feature films.

3. CONSIDERATION:
Subject to the provisions of this Agreement and provided that DOP shall keep and
perform all covenants and conditions to be kept and performed by DOP hereunder, the
Producer agrees as full consideration for services rendered and for all rights granted to
the Producer hereunder to pay the DOP a fixed fee of Rs. (Rupees only) Exclusive of all
taxes applicable.
Further, Actor shall also be eligible for any additional consideration or any performance
bonus at sole discretion of the Producer.

4. CREDIT:
ln furtherance of performance of all covenants and conditions to be kept and performed
by DOP hereunder shall be accorded credit in the titles of the Film on all copies of the
Film issued by or under the control of the producer and in all major paid advertising
excluding the customary industry exclusions. The size type and placement of such credit
shall be at Producer's sole discretion. Credit will be given only if this Agreement has not
been terminated for the default. No casual or inadvertent failure to comply with credit
requirements shall be deemed a breach of this Agreement. The sole remedy of DOP for
a breach of any of the provisions of this clause or of the principal Agreement shall be an
action at law for damages, it being agreed that in no event shall DOP seek to be entitled
to injunctive or other equitable relief by any reason of any of the breach or threatened
breach of any credit requirements, nor shall DOP be entitled to seek to enjoin or restrain
the exhibition distribution advertising exploitation or marketing of the Film.
5. TRANSPORATION AND EXPENSES:
That DOP shall be provided transport facility with Boarding and Lodging charges over
and above the consideration as mentioned here above in clause 3. The producer will
 provide with food and refreshments throughout the Shoot. The Producer will liaise with
over travel arrangements to and from the shoot and either provide transport or pay
travel expenses which the parties need to agree in advance. Further, the DOP shall be
provided with transport facility and Food & refreshments during the course of
Postproduction procedure of the film.

6. INSURANCE:
DOP may secure in his own name or otherwise at his own expense, life, accident, health,
cast, pre-production, and other insurance covering the DOP independently. lf DOP is
unable to obtain, at ordinary rates, with not more than normal deductions, subject only
to the usual exclusions and without requirements of compliance with extraordinary
conditions, any such insurance, Producer has the right to terminate this Agreement
without liability by giving him/her written notice of termination within ten (10) days
after Producer acquires knowledge that DOP has failed to secure/obtain/acquire such
insurance or otherwise qualify for such insurance on such conditions.

7. SUSPENSION
Producer may suspend this Agreement and refuse to pay any compensation hereunder
during the period of any of the following contingencies:
a) Mental, physical, or other disability incapacitating DOP from fully
performing the terms hereof or complying with each and all of the
obligations to be performed by DOP hereunder;
b) If the production or distribution of the Film by Producer during the term
of this Agreement is materially hampered, interrupted, or interfered with
by reason of fire, strike, lockouts, unavoidable accidents, ordinance or
law, the issuance of any executive or judicial order, or by any other cause
not within the control of Producer;
c) DOP's failure, refusal, or neglect to perform any of the required services
hereunder to the full limit of his ability as, when, and wherever
 reasonably instructed and directed by Producer and in the manner herein
provided.
d) Any refusal or statement by DOP that he will refuse to keep or perform
his obligations and agreements hereunder constitutes a failure to keep
and perform such obligations or agreements from the date of such
refusal or indication of refusal.

8. CONFIDENTIALITY AND NON-DISCLOSURE

The DOP shall treat as confidential and shall not disclose to any third party the
provisions of this Agreement or any confidential information concerning the Producer or
the Film or its distributors which may come to the DOP's attention in connection with
the DOP's engagement hereunder or otherwise. The DOP hereby undertakes not to
disclose, reveal or make public except with the prior written consent of the Producer,
any information whatsoever concerning the production of the Film, Performance
rendered hereunder and/or the contents of this Agreement.

9. CONVENANTS. REPRESENTATIONS. WARRANTIES AND OBLIGATIONS:

The Parties represent and warrant to the other that:
a. They have the capacity to enter into this agreement.
b. The execution and delivery of this agreement and the promises or undertakings
of the Party under this agreement do not violate any law, rule, regulation or
order applicable to them and that there is neither any contract, agreement nor
any understanding with anyone, restricting or preventing the Party from entering
into this agreement or performing its obligations as set forth in this agreement.
c. They shall at all times and at their own expense strictly comply with all corporate
governance, applicable laws, rules, regulations, and governmental orders and
applicable codes of practice relating to their performance of this agreement And
maintain in full force and effect all licenses, permits, authorization, registration
and qualifications necessary under this agreement.
 d. They shall perform all their obligations under this agreement in a timely and
professional manner and endeavor to complete the Project successfully.
e. All the information provided by each party to the other is accurate and true to
the best of each party’s knowledge.
f. This agreement shall supersede any and all agreements entered between the
parties.

10. RIGHTS
All results and proceeds of Director of Photography's services hereunder shall
constitute, a work made for hire for Producer and Producer shall be considered as the
author thereof for all purposes and the owner throughout the world of all the rights
therein. The Producer shall have the right to use and license the use of the DOP’s name,
photograph, likeness, voice and/or biography in connection with the Film and the
advertising, publicizing, exhibition and/or other exploitation thereof, including, without
limitation, in connection with "behind the scenes and making of films” and features.

11. NO PARTNERSHIP/RELATION BETWEEN THE PARTIES

Nothing in this Agreement shall be deemed to constitute a partnership or an association
of persons or a body of individuals between the Parties to this Agreement nor constitute
any Party the agent of the other party, or otherwise entitle any Party to have authority
to bind the other Parties to this Agreement for any purpose.

12. TAX DEDUCTIONS

Producer may, as the employer of DOP, deduct and withhold from the compensation
payable to DOP hereunder any amount of money required to be deducted or withheld
by Producer under the provisions of any statute, regulation, ordinance or order, and any
and all amendments thereto, now or hereafter enacted, requiring the withholding of or
deducting of compensation.

13. TERMINATION
 This Agreement shall come into force on the date of execution of this Agreement and
shall continue to remain in force until such other date as may be mutually agreed to by
the Parties in writing unless terminated prior thereto in accordance with the terms of
this Agreement.
PRODUCER shall have the right to terminate this Agreement for any of the following
reasons by giving a l0 (ten) days notice in writing to the DOP and to replace the DOP and
appoint DOP in his place at any time whatsoever, during the Term of this Agreement,
unless the DOP has cured the default within the ten (10) days notice period, namely:
1. If the DOP is in breach of any the representations, warranties, terms and conditions
of this Agreement;
2. If the DOP does not make himself / herself available when required to do so by
PRODUCER for the purposes of this Agreement;
3. If the DOP is physically or mentally incapacitated for a period exceeding 45 (forty-
five) days which prevents / hinders the DOP from performing the Services;
4. If the DOP refuses to perform the Services in accordance with the provisions of this
Agreement; and
5. Any Force Majeure Event (as defined here in below) subsists for a continuous period
of not less than 30 (thirty) days.

The DOP shall have the right to terminate this Agreement for any of the following
reasons by giving ten (10) days notice in writing to the Producer, unless Producer has
cured the default within the ten days of such stipulated notice period. If Producer fails
to pay the Consideration (or any portion thereof) as set out hereinabove.

14. NOTICES
Any notice or other document required or permitted to be given under this Agreement
or any communication between the Parties with respect to any of the provisions of this
Agreement or the subject matter here of shall be in English and shall be sent to the
 address of the receiving Party, as set out at the Agreement or as notified between the
Parties for the purpose of this Clause in the following
By hand delivery;
Registered post;
By overnight courier service;
By E-mail; and / or telefaxed during normal business hours on a business day.
Provided that all notices shall be considered as received only on actual receipt of the
same by the receiving Party or on proof of receipt being furnished by the sending party.

15. DISPUTE RESOLUTION

In the event of any dispute, difference and / or claim arising out of or in the course of
this Agreement or any breach or alleged breach of any of the representations,
warranties, covenants and / or obligations of either of the Parties contained in this
Agreement, such dispute, difference or claim shall first be attempted to be resolved by
the Parties amicably through negotiations and discussions. However, in the event such
dispute, difference or claim is not so resolved by the Parties within a period of 30 (thirty)
days from the commencement of such dispute, the dispute shall be referred to
arbitration of a sole arbitrator to be mutually agreed to and jointly appointed by the
Parties herein in accordance with the Arbitration and Conciliation Act, 1996, as
amended from time to time or any re-enactment thereof. The arbitration shall be held
in Bangalore and in Kannada/English language.

16. GOVERNING LAW AND JURISDICITON

This Agreement shall be governed by and construed in accordance with the laws of
India. The parties agree that this Agreement shall be subject to the sole and exclusive
jurisdiction of the Courts at Bangalore, with respect to all matters in respect of which
the courts have been granted jurisdiction under the Arbitration and Conciliation Act,
1996, including all legal proceedings for interlocutory relief and for appointment of
arbitrator/s.
17. FORCE MAJURE
Neither Party shall be liable, with respect to any failure to perform or delay in
performing any of its respective obligations hereunder or of the non-performance of
any term or condition of this Agreement directly or indirectly resulting from any acts
of God (including but not limited to fire, flood, earthquake, windstorm or other
natural disaster), act of any sovereign (including but not limited to war, invasion, act
of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion,
revolution, insurrection, military or usurped power or confiscation, nationalization,
requisition, destruction or damage to property by or under the order of any
government or public or local authority or imposition of Government law, judgment,
order or decree, sanction, embargo or similar action, blockade), or labor dispute
(including but not limited to strike, lockout, or boycott); interruption or failure of
utility service (including but not limited to electric power, gas, water or telephone
service); and any other matter or cause beyond the control of the PRODUCER (each
respectively a "Force Majeure Event").

18. INDEMNITY
The DOP undertake to indemnify PRODUCER and keep PRODUCER 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 of PRODUCER), awards,
damages, howsoever arising, directly or indirectly, as a result of any breach or non-
performance by the DOP of any of the DOP’s representations, undertakings, warranties
and / or obligations under this Agreement and particularly for any action for
infringement of any intellectual property rights brought against PRODUCER with respect
to any part or whole of the Film and the products of the Services. It is agreed between
the Parties, that this obligation of the DOP shall survive the termination of this
Agreement.
19. NO REVERSION
Subject to the terms of this Agreement, the rights granted to PRODUCER by the DOP
pursuant to this
Agreement are irrevocable and without right of rescission by the DOP or reversion under
any circumstances, whatsoever.

20. ENTIRE AGREEMENT

This Agreement (including any annexure attached hereto) contains the full and
complete understanding between the parties with reference to the within subject
matter, supersedes all prior agreements and understandings whether written or oral
pertaining thereto, and cannot be modified except by a written instrument signed by
DOP and Producer. DOP acknowledges that no representation or promise not
expressly contained in this Agreement has been made by Producer or any of its
agents, employees, or representatives. The headings, marginal notes, and index, if
any, hereto, are for the purposes of convenience only and shall not at any time be
deemed or construed or allowed to affect the construction or interpretation of this
Agreement and in no way shall define, limit or describe the scope or intent of this
Agreement.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective
hands hereunder
on this…………………….(Date) at -------------------------.

for and on behalf of the party of the First Part

____________________

in the presence of

(l)

for and on behalf of the party of the other Part

____________________

in the presence of

(l)

Initial 1.________________ 2.______________________