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RELATIONSHIP AGREEMENT

Exhibit 4.32

Relationship Agreement

This relationship agreement (this “Agreement”) is executed on the 20th day of September, 2016, and shall be made effective from the Effective Date (defined below), by and between:

1.Eros International Media Limited, a company established and existing under the laws of the Republic of India with its registered office at 201, Kailash Plaza, Opposite Laxmi Industrial Estate, Off Andheri Link Road, Andheri West, Mumbai 400 053 and corporate identification number L99999MH1994PLC080502 (“EIML”),
2.Eros International plc, a company established and existing under the laws of Isle of Man with its registered address at 15-19 Athol Street, Douglas, Isle of Man, IM1 1LB (“Eros plc”), and
3.Eros Worldwide FZ LLC, a company established and existing under the laws of Dubai with its registered address at 529 Building No. 8, Dubai Media City, P.O. Box 502121 (“EWW”).

EIML, Eros plc and EWW shall be hereafter individually referred to as a “Party” and collectively referred to as the “Parties”.

Whereas:
1.The Eros India Group (defined below) is engaged in, inter alia, the business of Cinematograph Works (defined below) and the distribution and exploitation of such Cinematograph Works within and outside the Territory (defined below) in a variety of formats.
2.The Eros International Group (defined below) is engaged in, inter alia, the business of distributing and exploiting Cinematograph Works outside the Territory in a variety of formats typically by acquiring certain Exploitation Rights (defined below) of Cinematograph Works from the relevant entity or entities of the Eros India Group.
3.The Parties executed an agreement governing the relationship between them on 16 December 2009. The Parties have now agreed to renew the said relationship agreement for a further period of five (5) years and have agreed to enter into this Agreement to record the principal terms of their relationship and the manner in which their respective expertise and resources in relation to the Cinematograph Works and their Exploitation Rights shall be shared from the Effective Date.
4.The Parties have now agreed to enter into this Agreement to record the principal terms of their relationship and the manner in which their respective expertise and resources in relation to the Cinematograph Works and their Exploitation Rights shall be shared from the Effective Date.

Now, therefore, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.Definition and Interpretation:
1.1In this Agreement, unless the context otherwise requires, the following expressions shall have the following meaning:

Applicable Taxes” means all taxes (direct or indirect), withholdings, cess, levies, octroi, duties, claims, demands etc.

Business Opportunity” has the same meaning ascribed to it in Clause 5.

Cinematograph Works” means cinematograph films, in Hindi or a regional Indian language or foreign language, whether in existence or not, produced, co-produced or acquired within or outside the Territory, audio-visual content, telefilms/ short films/ audio visual programs and catalogue films.

Confidential Information” shall mean:

(i)the contents of this Agreement;
(ii)any information concerning the organization, business, technology, trade secrets, know-how, finance, transactions or affairs of a Party or any of its affiliates, directors, officers or employees (whether conveyed in written, oral or in any other form and whether such information is furnished before, on or after the Effective Date);
(iii)any material or information, which results in the violation of any terms and conditions of this Agreement and disclosed to a Party by another Party for the purpose of this Agreement, including any information of any kind whatsoever which is made known to a Party as being confidential in nature; and
(iv)any information or materials prepared by a Party or its representatives that contains or otherwise reflects, or is generated from such confidential information.

Distribution Expenses” means and includes all actual direct out-of-pocket costs and expenses accrued or otherwise in connection with the Exploitation Rights, in accordance with and subject to the terms and conditions of this Agreement, including, without limitation, the following costs:

(i)digitization costs;
(ii)subtitling, dubbing and editing;
(iii)advertising, promoting and publicizing the Cinematograph Works in publications, radio and television, previews, displays and other media;
(iv)third party margin;
(v)freight, insurance (if any), storage; and
(vi)permit fees and sales, use, remittance, transfer and other taxes on goods, however denominated.

Effective Date” means April 1, 2016.

Eros India Group” collectively refers to EIML and its existing subsidiaries, Bigscreen Entertainment Private Limited, Eyeqube Studios Private Limited, Eros International Films Private Limited, Copsale Limited, Eros Animation Private Limited, Eros Music Publishing Private Limited, Color Yellow Productions Private Limited, Universal Power Systems Private Limited, Digicine Pte. Ltd., Eros International Distribution LLP and any other subsidiaries of EIML, as may exist from time to time, and unless repugnant or contrary to the context or meaning thereof, shall include their respective successors and permitted assigns, excluding Ayngaran International Limited and its subsidiaries.

Eros International Group” collectively refers to the entities listed in Schedule 1, and unless repugnant or contrary to the context or meaning thereof, shall include their respective successors and permitted assigns.

Excluded Exploitation Rights” means, for the purposes of this Agreement, the following Exploitation Rights:

(i)satellite and all satellite delivered and related rights;
(ii)remake, prequel and sequel rights, television serial rights, stage play rights based on the script of a cinematographic film;
(iii)exploitation rights on airplanes;
(iv)exploitation rights on ships and high seas;

Exploitation Rights” means all applicable Intellectual Property Rights and all other rights of any kind in and to the Cinematograph Works and their communication, broadcasting and transmission including by wireless or wired medium, exhibition, distribution and exploitation thereof without any limitation, restrictions by all or any format, method or medium and process and includes, screenplays, soundtracks and music for such Cinematograph Works, and all footage shots in relation to such Cinematograph Works. For the purposes of this Agreement, unless agreed otherwise, Exploitation Rights include the following:

(i)all commercial and non-commercial rights, theatrical and non-theatrical rights in all formats;
(ii)television rights including standard, free, terrestrial rights;
(iii)cable television rights;
(iv)telecommunication services/systems including broadcasting services, telephones, mobile, cell phone, mobile devices, mobile television, radio and radio vision rights;
(v)adaptations, variations and development of the Cinematograph Works of all or any nature together with literary, artistic, dramatic, musical works and sound recording thereof;
(vi)musical works with Sound Recording Rights;
(vii)dubbing and sub-titling rights;
(viii)right to exploit using mechanical forms of reproduction including videogram including digital video disc, blu-ray disc, high definition, compact/laser disc, video compact disc;
(ix)audio/songs (audio/video) and visuals accompanying them in the cinematographic film rights;
(x)computer software and interactive multimedia such as compact dis, computer game rights and movie an movie character based game development rights;
(xi)merchandizing rights;
(xii)image and imaging rights, theater, stage play rights, feature cinematographic film and documentaries rights;
(xiii)exploiting rights through publishing, publications and/or dissemination of information whether in printed form or by an electronic method;
(xiv)commercial advertisements and character exploitation in any form;
(xv)cinematographic film clipping and clip rights;
(xvi)clipping rights and audio visual songs, promotion and other commercial rights for the purpose of the said cinematographic film;
(xvii)surface transport rights including railways but excluding, for the avoidance of doubt, exploitation rights on ships and high-seas;
(xviii)hotel, clubs, theme park and all types of rights for exploitation at commercial establishment, airports, hospitals, railway and all other public places;
(xix)rights for exploitation through the “Eros Now” portal i.e. www.erosnow.com and any ancillary rights;
(xx)electronic rights, internet protocol television rights, internet television, other digital rights; and
(xxi)any rights for exploitation which come into existence after the date of this Agreement.

Force Majeure” has the same meaning ascribed to it in Clause 12.7;

Gross Proceeds” means all monies received from and in connection with the exploitation of the Exploitation Rights assigned and transferred in accordance with the provisions of this Agreement.

Indemnified Party” has the same meaning ascribed to it in Clause 8.1;

Indemnifying Party” has the same meaning ascribed to it in Clause 8.1;

Intellectual Property Rights” means all patents, trade marks, service marks, logos, trade names, rights in designs, copyrights and moral rights, database rights, utility models, rights in know-how, prequel rights, sequel rights, re-make rights and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world which are held, beneficially owned or licensed.

Minimum Guarantee Fee” has the same meaning ascribed to it in Clause 2.4.

Overseas Acquisition Cost” means the cost of acquisition of Exploitation Rights excluding Excluded Exploitation Rights for exploitation outside the Territory from any third party;

Payment Reports” has the same meaning ascribed to it in Clause 6.2.

Production Costs” means all the costs, including Applicable Taxes, levies, interest charges or other costs of financing and all other amounts incurred in connection with the acquisition, pre-production, production and post-production of a Cinematograph Work.

Sound Recording Rights”, with respect to any sound recording of any musical compositions / songs / albums / sound tracks, means and includes, the right to reproduce the sound recording, sell or give on hire or offer for sale or hire any copy of the sound recording, communicating the sound recording to the public in any form whatsoever, including, without limitation, physical recordings such as CDs, DVDs, audio / video cassettes.

Territory” for the purpose of this Agreement shall mean India, Nepal & Bhutan;

1.2In this Agreement, the headings are inserted for convenience only and shall not affect the construction of this Agreement.
1.3Unless the context requires otherwise, words incorporating the singular shall include the plural and vice versa and words importing a gender shall include every gender.
1.4References to a clause or clauses or a schedule or schedules herein are to clause or clauses or schedule...

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