Agreement cum Deed of Assignment

This Agreement cum Deed of ass ignment of the Copyr ights ( “The Agreement” ) made at NEW DELHI on this day of 2011.

BETWEEN

Mr. /Ms. /Mrs. Son/Daughter / Wife Of Resident Of Indiahereinafter referred to as the “First Party” of the f i rst part or the “assignor”.

AND

Dharm Media Venture Pr ivate Limited, having I ts Registered off ice at Room No. 21, I I I r d F loor, Laxmi Insurance Bui lding, Asaf Al i Road, New Delhi -110002, India hereinafter referred to as the “Second Party” of the second part or the “assignee”.

INTRODUCTION:A. The First Party is an art is t who wr i tes, s ings, performs and composes the Bhajans

(hereinafter referred to as “Songs”) and is desirous of being benef i t ted f rom the Company’s expert ise, abi l i ty , industry contacts and resources in fur therance of h is/ her career.

B. The Second Party is a company registered under the Companies Act, 1956 which is running a Satel l i te TV Channel by the name of ‘Dharm TV’ and special izes in product ion, recording, d istr ibut ion, broadcast of the Audio/ Video recordings and management, representat ion of the Art is ts and is desirous of introducing new professional / non professional Art is ts for Bhajan s inging.

C. The First Party and the Second Party enter into th is agreement for the product ion and distr ibut ion of the Audio/ Video recordings of Bhajans whereby the First Party agrees to assign the copyr ights in al l h is/her l i terary works, Songs, Composi t ions, Audio/ Video recordings, Albums, performances and Broadcasts whether l ive or not, (hereinafter referred to as “Recordings”) which are already created or shal l be created with in one year f rom the date of th is agreement, for the whole term of the copyr ights vested in them and for the whole terr i tory of Republ ic of India and ent i re overseas, in favour of the Second Party as per the terms and condi t ions contained in th is agreement subject to the provis ions of the Indian Copyr ight Act, 1957.

Now this Agreement witnessed and It Is Hereby agreed by and between the parties hereto as under :

1. Warranties, Assurances, Representations and Covenants ;

a) That the First Party hereby promises and assures the Second Party that a l l the l i terary works, Songs, Composi t ions, Audio/ Video recordings, Albums already created or to be created in future shal l be the or ig inal work and does not/ shal l not v io late any copy r ight and /or any other legal r ight including any personal r ight against p i racy of any ent i ty, any person, f i rm, or company, whatsoever in any manner and is not defamatory to any rel ig ion or bel ief .

b) That the First Party has not and shal l not , in part or in whole, sel l , grant, t ransfer, assign or in any way encumber any r ights vested in the aforesaid Recordings, in any form or manner, to any person, f i rm, company at any point of t ime ei ther before or dur ing existence of th is agreement.

c) The First Party hereby represents , assures and warrants that he/she has fu l l power and complete author i ty and is fu l ly competent to enter into th is agreement and i t does not suf fer f rom any legal d isabi l i t ies and /or inf i rmit ies of any nature whatsoever which would hamper or in any way af fect the First Party ’s performance under th is agreement. The First Party hereby agrees to indemnify and keep safe and harmless at a l l t imes the Second Party against a l l act ions, damages, c la ims, costs etc. in connect ion wi th any of i ts warrant ies, assurances, Covenants declarat ions and statements contained herein.

d) The second party hereby warrants, assures and declares that i t had obtained/ Shal l obtain approval /consent of the authors, wr i ters, performers, Music Directors, Music ians and al l the persons those have direct ly or indirect ly part ic ipated/ wi l l part ic ipate in the said Recordings and/or the or ig inal recordings recogniz ing the respect ive copy r ights and that the exclusive r ights are assigned and transferred to the Second Party hereunder as per the provis ions of Indian Copyr ight Act, 1957. The First Party fur ther agrees and declares to indemnify and to hold the Second Party harmless f rom any consequences resul tant to the exercis ing the r ights assigned hereunder and against any th i rd party c la ims.

e) The r ights referred to above and granted hereunder are declared to extend to the ent i re Republ ic of India and Overseas. The Party agrees to complete, uncondi t ional and i r revocable assignment of the Copyr ights in the aforement ioned l i terary works, Songs, Composi t ions, Audio/ Video recordings, Albums, performances and Broadcasts in favour of the second party for the whole term of the copyr ights vested therein.

f ) The Second Party shal l be at l iberty to include or not to include the image of the art is te and any or a l l of the songs / t racks forming part of the recording in any audio/ v ideo Album at any point of t ime as per their requirement and market strategy.

g) I t is fur ther agreed that the Second Party shal l be at l iberty to sel l the recordings or Albums at any pr ice i t deems f i t and to al ter the same at any point of t ime at i ts sole discret ion and the First Party or any other person shal l have no c la im on the revenues earned by the Second Party in pursuance of th is agreement in part or in whole save and except the amount paid or to be paid as considerat ion as per the Para 3 of th is agreement.

h) I t is fur ther agreed that af ter s igning or execut ion of the present Agreement cum deed of assignment, a l l the Albums, recordings and Videos produced by the Second Party under th is agreement shal l and cont inue to remain the sole and exclusive property of the Second Party and the Second Party shal l be at l iberty to approach the copy r ight board or the of f ice of the t rade mark or the of f ice of the Censor Board to get i t t ransferred the said Albums, recordings and Videos in their name and in case a ‘no object ion cert i f icate’ is required then i t is the duty of the First Party to provide no object ion cert i f icate in favour of the Second Party.

i ) The f i rst party hereby agrees to buy at least DVD’s of the every recording produced by the second party under th is agreement, at the MRP f ixed by the second party not exceeding Rs. Per DVD, and at least 50% amount of such purchase shal l be paid by the f i rst party to the second party wi th in 15 days of the release of the recording.

2. Rights Assigned

a. The First Party hereby i r revocably l icences and transfers and any extension thereof , f ree f rom al l encumbrances and without any l imi tat ion the complete r ight

and permission to repl icate f rom the Masters any number of copies of the record l icensed herein assigned the r ight to make recordings and inter a l ia to manufacture, market, sel l , d istr ibut ing, l icensing , advert is ing etc. of the said Album and Video recordings and records made from such recordings exclusively to the Second Party used in any manner whatsoever including wi thout l imi tat ion for commercial / non-commercial exploi tat ions for publ ishing, promot ing advert is ing, broadcast ing through media such as cable TV , Set l ine TV, FRS by way of r ing tones and by way of cal ler tones of the Album and Video in any form audio/v ideo in part or in whole and the exclusive r ight to use the same wi thout any let or h indrance whatsoever. I t is fur ther agreed that the af ter s inging the present agreement the Second Party shal l have the l iberty to re lease the same for the overseas market and also have the r ight to t ransfer the same to any other person or company i f required.

b. Based on the above declarat ions, assurances, representat ions and warrant ies and bel ieving the same to be true the Second Party hereby i r revocably accept the sole exclusive, complete, ef fect ive and unencumbered l icences granted hereunder in the aforement ioned recordings.

c. The First Party hereby i r revocably grants the Second Party the r ight to use, the name of the art is ts or any name by which the art is ts have acquired publ ic repute, photographs or other l ikeness of the art is ts and al l b iographical a lbum and video of the art is ts, to wr i te and to publ ish and permit others to wr i te and publ ish art ic les concerning the First Party and the art is t for advert isement and publ ic i ty matters concerned with the making , d istr ibut ion and sale of records.

d. The Second Party, in whom shal l vest sole and exclusive l icensed r ights in the aforement ioned recordings, would be at complete f reedom and shal l enjoy absolute power and author i ty to use and exploi t the same for commercial /non-commercial exploi tat ions, publ ishing, promot ing, advert is ing, broadcast ing through media such as cable TV, Set l ine TV, FRS by way of r ing tones and by way of cal ler tones of the Album and Video in any form, audio/v ideo in part or in whole and the exclusive r ight to use the same wi thout any let or h indrance whatsoever, through any media/ format by means of any technology, now known or hereafter developed.

e. As agreed al l mater ia l /a lbum shoot / recorded /produced /pr inted / publ ished by the Second Party at i ts own costs shal l be the exclusive wor ldwide perpetual property of the Second Party, and the First Party shal l have no r ight to the same. This includes any music v ideo and/ or promot ional / publ ic i ty a lbum/ v ideo, produced by the Second Party at i ts own cost. The First Party may use th is Album and video subject to the pr ior wr i t ten permission and payment of appl icable royal ty as int imated by the Second Party.

f . I t is fur ther agreed that the First Party shal l render at least f i f ty l ive performances of the recordings/ a lbums released by the second party under th is contract , whenever and wherever desired by the second party. The travel costs incurred by the Art is t in connect ion wi th above referred performances shal l be borne by the Second party subject to the mode of t ravel agreed to by i t .

g. I t is fur ther agreed that First Party shal l not perform in any stage show or other show anywhere in India or outs ide India dur ing the currency of th is agreement wi thout obtain ing wr i t ten permission f rom the second party. In case of any v io lat ion of th is c lause, such performance or uses of the songs and tracks of the music v ideo or a lbum released under th is agreement shal l be unauthor ized, and the f i rst party shal l be l iable to pay the damages to the Second Party, the quantum of such damages shal l be assessed by the second party at the t ime of v io lat ion and such assessment shal l be binding on the f i rst party.

3. Consideration:

The Second Party agrees to pay to the First Party a sum of Rs. __________/- for the t ransfer of the above said r ights in the aforement ioned l i terary works, Songs, Composi t ions, Audio/ Video recordings, Albums, performances and Broadcasts. A receipt of the same is hereby annexed as Schedule-A. I t is a lso agreed that the f i rst party shal l have no c la im whatsoever, for any other remunerat ion or royal ty under th is agreement.

4. The Second Party shal l be ent i t led to sub- l icense to any th i rd party wi th in their choice, any of the r ights granted herein, in part or whole, wi thout the pr ior wr i t ten consent of the First Party.

5. The First Party hereby warrants that a l l necessary r ights have been cleared in order to grant th is l icense and agrees to indemnify the Second Party against any cost incurred in the event of any th i rd party c la im or act ion against Second Party in respect of the r ight herein def ined provided Second Party shal l not i fy First Party wi th in 30 days of receipt of any such c la im by Second Party.

6. I t is fur ther d iscussed and agreed that the Second Party shal l be exclusively ent i t led to al l vers ion, remix (under the provis ion of Sect ion 52 (1) ( j ) of Copy Right Act, 1957 and rule 21 of the Copy Right Rules of the songs mater ia l Album, v ideo, l icensed hereunder at any point of t ime af ter the execut ion of th is agreement and the First Party shal l have no object ion and no c la im whatsoever.

7. The First Party shal l be solely responsible for a l l costs and recording including remunerat ions and royal t ies i f any payable to the art is ts , producers, music ians, arrangers , publ ishers, composers , authors , wr i ters or any other person including expenses and/or royal ty incurred in the product ion and ar is ing out of the manufacture, exploi tat ion and sale of records hereunder pr ior to the execut ion of the present agreement.

8. Nothing contained herein shal l be construed to const i tute partnership or jo int venture between the First Party and Second Party.

9. This agreement shal l represent the ent i re agreement between the part ies hereto in the subject matter hereof supersedes and cancels al l pr ior agreement, arrangements or understanding whether wr i t ten or oral between the part ies hereto. Nothing contained herein shal l be amended without the pr ior wr i t ten consent of both the part ies and recording in wr i t ing as mutual ly agreed. Al l contents hereof shal l be kept str ic t ly conf ident ly at a l l t imes by al l the part ies.

10. Any dispute and /or d i f ferences ar is ing out of or perta in ing to th is Agreement, shal l f i rs t be resolved by the part ies through negot iat ions, fa i l ing which the same shal l be subject to Arbi t rat ion in accordance with the provis ions of the Arbi t rat ion and

conci l iat ion Act, 1996, any amendments thereto or any other legal izat ion for the t ime being in force. The award passed by the Arbi t rator /s in pursuance of such Arbi t rat ion proceedings shal l be binding upon both part ies hereto. Al l such disputes/di f ferences and proceeding shal l be subject to the jur isdict ion of the courts of law at New Delhi , according to Indian laws.

11. The legal i ty or enforceabi l i ty of any port ion or part of th is agreement shal l not af fect the legal i ty of the ent i re agreement. The part ies in good fa i th agree to subst i tute al l i l legal port ions or parts thereof wi th val id provis ions.

12. I t is fur ther submit ted that contents of the present agreement has been explained to the First Party in the presence of the Second Party in Hindi / in vernacular which he/she understand fu l ly and thereafter he/she put h is/her s ignature on the present deed of “Agreement cum assignment of copyr ights” .

Schedule-“A”Details Of The Payments / Full & Final Payment

Cheque/payorder/Demand Draft No. Or Cash Drawn ByDatedReceived with Thanks Rs.

(Rupees ____________________ Only)

In Witness Whereof the part ies hereto have set and subscr ibed their respect ive hands to these on the day and year f i rst above wr i t ten.

Witness: First Party

1.

Second PartyM/s. Dharm Media Venture Pvt . Ltd.

Through I ts Authorised Signatory Mr. Mukesh Gupta Son Of Sh. Bishamber Gupta

2.