Sales Representation Contract
This SALES REPRESENTATION CONTRACT (the "Contract") made at Your place this day (Today) of month 2016
M/s Your company/firm name/ Your Name, a company incorporated and duly existing under the provisions of the Companies Act, 1956/ proprietary firm, having its registered office at, # …………….., India, represented by YOU (hereinafter referred to as the "Producer" which expression shall, unless inconsistent with the context or meaning thereof, be deemed to mean and include its subsidiaries, nominees, successors and assigns) of the ONE PART;
M/s Custard Apple Pictures a proprietary firm owned by Mr Manjunath Nagoji Rao Gujr S/o Nagoji Rao S M an adult Indian inhabitant aged 40, having his address at, # 311-314, Kuber Complex, New Link Road, Andheri west, Mumbai 400 053, Maharashtra, India (hereinafter referred to as the "Sales Agent" (PAN NO. AIFPG2381M) which expression shall, unless inconsistent with the context or meaning thereof, be deemed to mean and include his heirs, executors and permitted assigns) of the OTHER PART;
The Producer and Sales Agent shall be hereinafter referred to individually as 'Party' and collectively as the 'Parties'
- The Producer is, inter alia, engaged in the business of producing cinematograph film.
- The Producer is desired Custard Apple Pictures to represent and sell his online submitting motion picture titled as "............." (hereinafter referred to as the "Film/Project");
- M/s Custard Apple Pictures is a Feature film/ Digital entertainment content exploitation firm in domestic and overseas and has been associated with several films as Sales Agent, having necessary expertise and skills for rendering the services. Custard Apple Pictures accepts motion pictures from individual producers and production houses and who owns the intelectual rights of the motion picture on its website www.icustardapple.com to represent and include in sales process.
- The Producer visited Custard Apple Pictures world wide website icustardapple.com and submitting the film project to Sales Agent for representing and rendering its services to submission of Film to various film festivals across the world including India and sell Film content in World film trade market including India.
- Based on the mutual representations made by Producer and Sales Agent herein, the Producer has agreed to engage the Sales Agent as Official Representative for the Film submission and to sell film project by the Sales Agent during the Term of this Contract, subject to the terms and conditions of this Contract.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained hereinafter and other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties, intending to be bound legally, agree as follows:
_______________________________________ Date: Today
Through its authorized signatory
Custard Apple Pictures
# 311-314, Kuber Complex, NEW Link Road, Andheri west, Mumbai 400
053, Maharashtra, India
Permanent Account Tax Number (PAN No): AIFPG2381M
Through its authorized signatory
Signed and Confirmed Producer
Permanent Account Tax Number (PAN No):
- Representation: Sales Agent hereby agrees to represent Producer as a Sales Agent for the purpose of marketing rights to theFilm/Project Directed by Mr ……..., hereafter mentioned in Annexure A
- Exclusivity: Producer grants any exclusive rights to market The Film at the World Film Trade Market including India during the term of this contract.
- Minimum Representation Fee: There is no minimum representation fee to be made during the sales term by the Sales Agent, but actual charges will be recovered from the successful sales. Producer agree to pay such expenses made on his film project.
- Commissions: Producer agrees to pay any 30% of the gross income paid to, or due to, Producer from any license, acquisition, sales agreement or other contract for The Film signed by any on behalf of Producer during the term of this contract or within five year with any company or agent to whom SALES AGENT presented Film. If such license, acquisition, sales agreement or contract provides for the payment of the income to sales agent as Agent for the Producer, then sales agent agrees to distribute to Producer, after deduction of sales agent's commission, the balance of the income within 30 days of receipt. If such income is paid directly to Producer, Producer agrees to pay sales agent's commission within 30 days of receipt. All due payments to be made to Sales agent in the name of Mr Manjunath Nagoji Rao Gujr and producer as M/s ……………., vise-versa. Sales Agent and/or Producer agree to provide quarterly accountings of all income received and disbursements made to the other. Either party may request a review of the other's books once a year to verify accountings.
- Term: The term of this contract is 3 (Three) year from the date of execution of this contract by both parties. Such term may be extended for additional 3 (Three) year periods upon agreement of the parties.
- Materials: Producer agrees to provide all film project materials to Sales Agent.
- Credits: Sales Agent agrees to properly display Producer's name and copyright notice in conjunction with all offerings and presentations of the film.
- Agency: Producer agrees that Sales Agent may sign license, acquisition, or sales agreements for The Film which have been approved by Producer as sales agent for Producer. Such agreements will bind Producer as if Producer had signed the agreements.
- Warranties: Producer warrants that it has the power to license rights related to the distribution, exhibition and exploitation of the Film and that the distribution, exhibition and exploitation of the film will not violate any copyrights, trademarks or other rights of third parties. Producer acknowledges that Sales Agent will be relying on the information provided in world wide web submission regarding the Film in negotiations with third parties. Producer warrants that it is accurate to the best of his/her knowledge and agrees to make any necessary changes and corrections promptly. Producer warrants that Producer has obtain proper releases and clearances for all music, trademarks, and copyrighted material included in the film, Producer acknowledges that the failure to secure proper releases and clearances may prevent Sales Agent from selling rights to the Film.
- Indemnification: Producer agrees to indemnify and hold Sales Agent harmless against any claims or suits resulting from any breach by Producer of this contract or Sales Agent other, or any violation of copyrights, trademarks and rights to privacy or publicity belonging to any third parties.
- ARBITRATION, JURISDICTION AND GOVERNING LAW:
- This Contract shall be governed and construed in accordance with the laws of India.
- If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding a question, including the questions as to whether the termination of this Agreement by one Party hereto has been legitimate, both Parties hereto shall endeavor to settle such dispute amicably. If the Parties fail to bring about an amicable settlement, either Party to the dispute may give notice of arbitration invocation to the other Party in writing under the provisions of Indian Arbitration and Conciliation Act, 1996, as amended. The Parties shall mutually appoint a sole arbitrator and in the event the Parties fail to agree on a sole arbitrator, the dispute shall be referred to a panel of three arbitrators, one to be appointed by Producer, the other by the Editor and the third arbitrator to be jointly appointed by the two arbitrators so appointed.
- The proceedings of arbitration shall be in English language and at Mumbai.
- Subject to the provisions of this clause, the Courts having the jurisdiction under the provisions of the Arbitration and Conciliation Act, 1996, to determine all matters which the Courts are entitled to determine under the Act, including, without limitation, provisions of interim reliefs under the provisions of Section 9 of the Arbitration and Conciliation Act, 1996 shall exclusively be courts of Mumbai, India.