First Addendum to the Agency Agreement
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FIRST ADDENDUM TO THE AGENCY AGREEMENT This First Addendum Agreement ("First Addendum") is entered on this 1ih day of January, 2018 ("Effective Date") and is the addendum to the Agency Agreement dated 2ih day of April 2016 ("Principal Agreement") executed BYAND BETWEEN BETWEEN:- (1) Yash Raj Films Pvt. Ltd., a company incorporated under the provisions of the Companies Act 1956, having CIN U92110MH1973PTC016788 / PAN No. AAACY1176Eand its registered Office 5, Shah Industrial Estate, Veera Desai Road, Andheri (W), Mumbai - 400053 and (hereinafter referred to as "YRF") which expression shall, unless repugnant to the context or meaning thereof be deemed to include its successors and assigns) of the First Part; AND (2) Novex Communications Private Limited, a company incorporated under the provisions of the Companies Act 1956, having its registered office at B-301, Remi Bizcourt, 9 Shah industrial Estate, Andheri (W), Mumbai - 400 053 (hereinafter referred to as "Novex") which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors-in-interest and permitted assigns, of the Other Part YRF and Novex are hereinafter referred to as "Party" individually and as "Parties" collectively. WH EREAS: (A) The Parties had entered into the Principal Agreement dated 27th April 2016, effective till 30th June, 2018 whereby YRF had hereby appointed Novex as its Agent, for identifying opportunities for the exploitation of the Ground License Rights and usage of sound recordings and underlying works in any public avenues with respect to the Song(s) to enable YRF to enter into Third Party Agreements throughout the Territory in accordance with the terms and conditions. (B) Upon mutual discussions, the Parties have now mutually agreed to extend the Term of the Principal Agreement and make amendments and additions to the Principal Agreement. (C) The Parties now wish to record the additional terms upon which they have agreed to continue their association and integrate the same with the Principal Agreement. :v/; YRF~~~ ~= Now therefore, the Parties hereby agree to make additions to the Principal Agreement as mentioned below: 1. The Parties hereby agree to extend the Term of the Principal Agreement for a further period of nine (9) months commencing from 1st July 2018 to 31st March 2019 ("Extended Period"). 2. Novex agrees to provide monthly business statements and the copies of licenses issued to Third Parties from 1st July, 2016 till 31st December: 2017 by 31st January 2018 and thereafter on 15th of every month for the preceding month. Novex acknowledges and agrees that this clause is material to the extension and subsistence of the Principal Agreement and YRF shall terminate Principal Agreement forthwith for breach of the same. Furthermore, clause 8-4 shall be applicable for such termination. 3. Schedule I of the Principal Agreement has been deleted and replaced with the revised Schedule I provided under the Annexure to this First Addendum Agreement. 4. Schedule III of the Principal Agreement has been deleted and replaced with the revised Schedule III provided under the Annexure to this First Addendum Agreement 5. Novex further agrees that the Non-Refundable Exclusive Agency Advance for the Extended Period will be based on annual business generated on behalf of YRF during the period from July 2017 to June 2018 and will be subject to a minimum increase of 5% of the Non-Refundable Exclusive Agency Advance amount of year 2 as stated in Consideration clause 3.1 of the Principal Agreement i.e. INR 1,65,37,500/- (Indian Rupees One Crore Sixty- Five.,Lakhs Thirty Seven Thousand Five Hundred) plus applicable GST, to be paid in equal monthly instalments of INR 18,37,500/- (Indian Rupees Eighteen Lakhs Thirty- Seven Thousand Five Hundred) plus GST as per the revised Schedule III herewith. 6. Above Non-Refundable Exclusive Agency Advance is exclusive of any taxes including Goods and Services Tax (GST), which will be payable by Novex based on taxes including GST charged by YRF in their monthly invoices. 7. Novex further agrees to issue post-dated cheques for the Extended Period as per the revised Schedule III attached to this MOU on the signing of this First Addendum. Novex shall honour all Cheques issued to YRFon the respective date of issue of the Cheque. 8. All licenses issued by Novex to Third Parties will not be for a term exceeding the Extended Period. 9. Stamp duty applicable, if any, on this First Addendum Agreement shall be shared by both the parties equally. YRF, _ NOVEX _ 20f7 This First Addendum Agreement shall form part of the Principal Agreement and the terms and conditions of the Principal Agreement shall be effective mutatis mutandis on this First Addendum Agreement. This First Addendum Agreement and the rights granted herein shall remain in force for the till the Extended Period and during the subsistence of the Principal Agreement. Upon expiry or termination of the Principal Agreement, this First Addendum Agreement shall also stand ceased. INWITNESS WHEREOF the parties have entered into this First Addendum Agreement the day and year first before mentioned: Name: Vijay Kumar Name Title: VP - Home Entertainment & Licensing Title In the Presence of: In the Presence of: 1. 1. ~~ Name: Mr. Rama:arayana~amaswamy Title: GM - Home Entertainment & Licensing Authorized Signatory NOVEX ~ __ ANNEXURE SCHEDULE I SCHEDULE 1- LIST OF AUDIO SONG(S) Licensed Work(s)- Sr. No. MOVIE NAME Audio Rights ONLY 1. Dil To Pagal Hai All songs 2. Mohabbatein All songs 3· Mere Yaar Ki Shaadi Hai All songs 4· Mujhse Dosti Karoge All songs 5· Saathiya " All songs 6. HumTum All songs 7· Dhoom All songs 8. Veer-Zaara All songs 9· Bunty Aur Babli All songs 10. Salaam Namaste All songs 11. Neal 'n' Nikki All songs 12. Fanaa All songs 13· Dhoom.z All songs 14· Kabul Express All songs 15· Ta Ra Rum Pum All songs 16. Jhoom Barabar Jhoom All songs 17· Chak De India All songs 18. l.aga Chunari Mein Daag All songs " 19· Aaja Nachle All songs 20. Tashan All songs 21. Thoda Pyaar Thoda Magic All songs 22. Bachna Ae Haseeno All songs 23· Roadside Romeo All songs 24· Rab Ne Bana Di Jodi All songs 25· New York All songs 26. Dil Bole Hadippa All songs 27· Rocket Singh - Salesman of the Year All songs 28. Pyaar Impossible All songs 29· Badmaash Company All songs 30• Lafange Parindey All songs 31• Band Baaja Baaraat All Songs 32• Luv Ka The End All Songs 33· Mere Brother Ki Dulhan All Songs 34· Mujhse Fraaandship Karoge All Songs 35· Ladies VS Ricky Bahl All Songs 36• Ishaqzaade All Songs 37· Ek Tha Tiger All Songs 38. Jab Tak Hai Jaan All Songs 39· Mere Dad Ki Maruti All Songs 40. Aurangzeb All Songs Sr. No. MOVIE NAME licensed Work(s)- Audio Rights ONLY 41. Shuddh Desi Romance All Songs 42. Dhoorn.j All Songs 43· Gunday All Songs 44· Bewakoofiyaan All Songs 45· Mardaani All Songs 46. Daawat-E-Ishq All Songs 47· Kill Dil '. ., All Songs 48. Dum l.aga Ke Haisha All Songs 49· Detective Byomkesh Bakshi All Songs 50. Titli All Songs 51. Fan All Songs 52. Sultan All Songs 53· Befikre All Songs 54· Meri Pyaari Bindu All Songs 55· BankChor All Songs 56. Qaidi Band All Songs 57· Tiger Zinda Hai All Songs **Please note that this Agreement does not grant the right to use the Audio of the Title Song of "Bachna Ae Haseeno". To clarify, the Audio of Title Song of "Bachna Ae Haseeno'iIs excluded from this Agreement. YRF shall not be responsible for the usage of the said song by the NOVEX and will not be liable for any third party claim. In addition YRF shall also create original new content which may be instrumental or otherwise which shall form part of the Content. All songs from the new Film(s) produced by the YRF and NOT the Film(s) acquired by YRF during the tenure of the agreement, the same shall automatically be part of Schedule I & YRF shall not demand any further monies on that count. NOVEX _ 50f7.