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Exclusive Distribution License Agreement

THIS EXCLUSIVE DISTRIBUTION LICENSE AGREEMENT ("Agreement") made at Mumbai on this day of June 11, 2025 ("Execution Date") is executed by and between [Licensor Name], a [Licensor Type] bearing permanent account number [PAN], CIN [CIN], GST [GST], and Aadhar number [Aadhar], and having its registered office at [Licensor Address] (hereinafter referred to as the Licensor, which expression shall include its successors and assigns); AND DROOMMUSIC PVT. LTD., a company incorporated under the provisions of the Companies Act, having its registered office at C-71, Vaishali Nagar, Near INOX, Jaipur 302021 India (hereinafter referred to as the “Distributor/ "Licensee", which expression shall include its successors and assigns). "DISTRIBUTOR/Licensee" and "Licensor" are collectively referred to as "Parties" and individually referred to as "Party".

WHEREAS

DISTRIBUTOR is inter alia engaged in the business of distribution of music content on various platforms, modes and mediums.
The Licensor has represented that it is the owner of and has all the necessary rights in respect of the Content and the Albums.
The Licensor is desirous of exploiting the music of the Said Works (as defined herein below) and has been in discussions with DISTRIBUTOR regarding the same.
Basis their mutual discussions, the Parties have agreed as set out hereinafter.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS UNDER:

The Parties agree that the recitals shall form an integral part of this Agreement. The Licensor has represented to the Licensee that it has all the necessary rights in place pertaining to the Said Works and parts thereof. The Licensor is desirous of granting unto DISTRIBUTOR the exclusive license of all rights to the Said Works for the Term and Territory, so as to enable commercial and non-commercial exploitation which includes Monetization via YouTube Content ID, Claiming, managing and controlling UGC (user-generated content), Right to run ads and track revenue of the Said Works by DISTRIBUTOR on all the platforms and formats across all Modes and Mediums (collectively referred to as “Platforms”) in the Territory and during the Term. The Modes and Mediums are defined in Schedule – A to this Agreement.

Definitions

For the purposes of this Agreement:
The word 'Sound Recording(s)' shall mean and refer to the track and shall include any promotional Sound Recording linked thereto. It shall also mean the entire recording/original plate or copies thereof containing or embodying the track and the related Musical Works, Literary Works, Dialogues (if any) and Performances therein. The Sound Recording details are set out in Annexure 'A' to this Agreement.
The word 'Song Videos' means any audio-visual recordings i.e., cinematograph film, created by synchronization of the Sound Recording(s) with visuals, for the duration of the said track and/or parts thereof.
The word 'Content' shall mean and include all the Sound Recordings and the Song Videos that have been created basis the Sound Recordings and which Sound Recordings and Song Videos are owned and/or controlled by the Licensor.
“Literary Works”, “Musical Works” and “Performances” shall have the meaning ascribed to these terms under The Copyright Act, 1957 and any amendments thereto (“Act”).
The words 'Said Works' shall mean and include:

  • The Content.
  • Dialogues (if any) in the Sound Recordings.
  • All Literary Works and Musical Works and Performances in the Sound Recording and the Song Video.
  • Images derived from the Song Videos.
  • Or parts/edits thereof of any of the above.

License/ Licensed Rights

The Licensor hereby licenses to DISTRIBUTOR on an exclusive basis the Said Works for usage on all Platforms during the Term and in the Territory as set out in this Agreement and DISTRIBUTOR hereby agrees and accepts such exclusive license for the Term and Territory.
Notwithstanding anything stated in this Agreement, it is hereby agreed between the Parties hereto that section 30(A) read with Section 19(4) of the Copyright Act, 1957 (and any amendments thereto) shall have no application to the terms of this Agreement.

Term, Renewal and Territory

Term: 3 (three) Years with lock in period, commencing from the Effective Date. For the purpose of this Agreement, Effective Date shall mean the date of release of the Track by the Licensee.
Renewal: Upon expiration of the term, this Agreement shall automatically renew for successive renewal terms of 3 years each, unless either Party provides written notice of its intent not to renew at least ninety (90) days prior to the expiration of the then-current term.
Territory: Universe and Worldwide.

Delivery Format and Additional Deliverables

The Said Works shall be delivered by Licensor to DISTRIBUTOR in format and as per the delivery terms as set out below:

  • Audio: 44.1KHZ-16 Bits & 48 KHZ-24 Bits .WAV
  • Spatial/Dolby Atmos in the below Format:
    • ADMBWF (.wav format)
    • Binaural ReRender (.wav format)
    • Config (.atmosIR format)
    • DAMF (in .atmos, .atmosaudio, .atmos.dbmd, .atmos.metadata)
    • StereoRef (.wav format)
  • Video: 1920*1080 Apple Pro Res.MOV
  • DPX files of Song Videos
  • Multi-tracks and minus ones in WAV format
  • Thumbnail: 3000*3000 DPI
  • Images - Thumbnail creatives.
  • 5.1 Audio Track of the Full Movie with dialogue
  • Censor Certificate
DISTRIBUTOR shall be entitled to simultaneously release the Said Works which include Track and Song Videos on its social media handles and YouTube channels/platform and on other Modes and Medium from the date of release of the Said Works (individually or collectively) (“Release Date”).
The audio files with the Said Works shall be delivered within 1 (one) week from the date of execution of this Agreement in the above prescribed format.
Parties herein agree that in the event the format of the Said Works provided by Licensor under this Agreement becomes obsolete in future and/or any platform require any new formats, then DISTRIBUTOR shall inform Licensor in writing about the same and Licensor shall create such new formats at the sole cost and expenses of the Licensor and shall at its own costs deliver such new formats to DISTRIBUTOR.
Licensor shall also deliver artworks, publicity and promotional materials, name and likeness of the artists / authors / performers of the Said Works, as available with Licensor. DISTRIBUTOR shall only use such artwork and materials as provided by the Licensor.
The Licensor agrees that any responses either in terms of approval, rejection or feedback on any aspect including any clearances and permissions that DISTRIBUTOR may require as per the terms of this Agreement shall be provided by Licensor to DISTRIBUTOR within 3 (three) working days of DISTRIBUTOR raising a request for the same.

Commercial Exploitation Rights

By virtue of the exclusive License to the Said Works being granted to DISTRIBUTOR herein, DISTRIBUTOR is entitled as to use commercially and/or non-commercially, promote, exploit directly or through the Platform(s), the Said Works and parts thereof in the Territory during the Term, in any manner whatsoever as per the terms of this Agreement.
For direct exploitation by DISTRIBUTOR, DISTRIBUTOR shall endeavor to provide the Licensor, credits and branding in all forms of exploitation and promotional materials in relation to the Said Works.
For the purpose of exploitation / distribution of the Said Works, DISTRIBUTOR shall be entitled to sub-license the rights of the Said Works and parts thereof granted to DISTRIBUTOR under this Agreement to the Platforms in accordance with the terms of this Agreement. DISTRIBUTOR agrees and undertakes that the terms of the agreement entered into with such Platforms and third parties shall not in any way be contrary to the terms of this Agreement.
DISTRIBUTOR shall have the right to use the Said Works and parts thereof to create edits, remixes, cover versions, mashups etc. (“Derivative Works”) for exploitation in the manner as set out in this Agreement on all the Platforms.
Licensor further agrees that if the Track is dubbed in any language, then the Licensor agrees that the entire audio and audio-visual rights of such dubbed version of the Track in whichever language, hereby stands licensed to DISTRIBUTOR under this Agreement as per the terms stated herein, without any additional cost and without requirement of any fresh documentation to that effect.
Parties herein agree that in case of any promotion and/ or commercial usage of the Said Works and or parts thereof, either by way of television broadcast or exploitation on any other platform in any mode, manner or media, in view of the license herein, DISTRIBUTOR alone shall have the right to sub-license and /or grant any no objection to any third party for such usage.
DISTRIBUTOR shall have the absolute discretion in all matters relating to the broadcasting, exhibition, promotion of the Said Works, in any manner it may deem fit and necessary and shall have the ability to do all that is necessary and expedient in its best interests.
For the term of this Agreement, DISTRIBUTOR shall not be entitled to make any expenses towards marketing or promotional purposes of the Said Works. However, it is hereby agreed, that DISTRIBUTOR shall have the right but not the obligation to promote the Said Works or parts thereof on its own social media platform.

Consideration

The Parties agree that the Net Revenues generated pursuant to exploitation of the Said Works in the manner as set out in this Agreement, shall be shared between the Parties in the ratio of 70:30 (“Receipts Share”) with 30% of the Net Revenue generated in favor of DISTRIBUTOR and the balance 70% in favor of the Licensor.
For the purpose of this Agreement, “Net Revenues” shall mean the total of gross revenues received (i) by DISTRIBUTOR (either directly or from its local sub-licensees) during the Term in the Territory and/or (ii) by DISTRIBUTOR’s Affiliate (i.e., “calculated at source”) (either directly or from their respective sub-licensees) in respect of any exploitation of the Said Works during the Term in the Territory, after deduction of: a) statutory indirect taxes, (b) any costs or expenses, agency commission that may be charged to DISTRIBUTOR and/or to any DISTRIBUTOR’s Affiliate (ex-India) in relation to the exploitation of the Said Works, (c) all adjustments and (d) payments to authors / performer /collection societies on utilization of the Said Works.
DISTRIBUTOR shall furnish to Licensor reports/statements pertaining to all monies earned by DISTRIBUTOR from the exploitation of the Said Works on all Platforms within 60 (sixty) days from the end of each quarter from the Effective Date (“Reports”). Basis the aforesaid Reports, Licensor shall raise corresponding invoice(s) for its Receipts Share of the Receipts. All payments due to Licensor under each respective invoice shall be made to Licensor within 30 (thirty) days of the receipt of final invoice from the Licensor after deducting appropriate tax deductible at source. The Parties agree that the reporting and payment obligation of DISTRIBUTOR shall survive expiry/termination of this Agreement till such time payments for the last quarter of the Term has been completed by DISTRIBUTOR. It is hereby agreed between the Parties hereto that payment (if any) to the Licensor with respect to Licensor’s share (as stated in Clause 7(a) above) shall be made only on receipt by DISTRIBUTOR from the Licensor of invoice. Non-payment of Licensor’s share (as stated in Clause 7(a) above) by DISTRIBUTOR to the Licensor on account on non-receipt by DISTRIBUTOR from the Licensor of invoice shall not amount to breach of this Agreement by DISTRIBUTOR.
A minimum payout threshold shall apply, meaning that payments will only be processed if the accumulated royalties exceed the predetermined amount (e.g., ₹10,000). If the payable amount does not meet this threshold, it will be carried forward to the next payment cycle until the minimum threshold is met.
At all times DISTRIBUTOR shall maintain full and accurate books of accounts and any other accounting records and supporting documents pertaining to all transactions relating to the Tracks and rights granted hereunder (including its exploitation (“Books and Records”). On receipt of a request from the Licensor, DISTRIBUTOR undertakes to also provide a letter from its authorized signatory confirming that the contents of the Reports are accurate.

Taxes

DISTRIBUTOR shall pay in addition to the agreed revenue share of the Licensor, Goods and Service Tax (‘GST’) and all other applicable taxes, duties and levies.
All fees or charges payable by DISTRIBUTOR under this Agreement shall be exclusive of GST (unless the Licensor has opted for the composition scheme in which case the fees or charges will be inclusive of GST). For the purposes of this Agreement, GST shall include the Central Goods and Services Tax (‘CGST’), the State Goods and Services Tax (‘SGST’) / Union Territories Goods and Service Tax (‘UTGST’) and/or the Integrated Goods and Services Tax (‘IGST’) as may be applicable.
In due compliance of its obligations, the Licensor shall remit the GST so charged (if any) from DISTRIBUTOR, subject to a valid invoice / debit note, to the appropriate government authority and file GST returns as prescribed, within the statutory timelines, mentioning all appropriate and relevant information on the GSTN platform, which enables DISTRIBUTOR to claim timely credit (i.e., in its GST return for the month in which the invoice / debit note is raised on DISTRIBUTOR) of GST in the appropriate GST registration. In the event the credit of GST is not granted or denied to DISTRIBUTOR under its appropriate GST registration under applicable laws due to non-payment of appropriate GST to appropriate government, failing to issue/ report an e-invoice as required by law, non-filing of returns, incorrect/ non-submission of information on the GSTN platform, then the Licensor shall rectify the said non-compliances/errors to ensure that DISTRIBUTOR gets the credit in the succeeding return periods. In the event, the non-compliance/ error is not rectified by the Licensor before the statutory timeline for availing GST credit as per law, then DISTRIBUTOR shall have the right to set off such shortfall against the subsequent payments of the fees or charges to the Licensor or recover the amount of GST charged to it along with the interest (if any paid by DISTRIBUTOR to the government). Without prejudice to the foregoing, Licensor shall also indemnify and keep indemnified, DISTRIBUTOR, from and against any disputes, claims, liabilities and other legal proceedings against DISTRIBUTOR, arising out of breach as noted in this clause.
Any fees or charge to be paid by DISTRIBUTOR shall be subject to deductions as prescribed under applicable laws in relation to GST.
For all the payments made by DISTRIBUTOR to the Licensor, including advance payment, DISTRIBUTOR to intimate the Licensor; GSTIN for which advance payment / on account payment is done and the details of invoices against which such collection should be adjusted. The Licensor will mention in case of advance payment / on account payment received, the GSTIN / details based on information provided by DISTRIBUTOR and the same will not be changed at the time of raising of invoice.
In case the input tax credit is not allowed to DISTRIBUTOR in cases where the non-payment / non-compliance by the Licensor is on account of technical or operational glitches on the GSTN platform, the Licensor shall not be responsible for such non-allowance to DISTRIBUTOR. This would be subject to Licensor providing necessary documentation in support of the technical or operational glitches such as Grievance application by Licensor on GSTN portal and its response from the GSTN authorities, as may be available.
In case Licensor is eligible for any exemption or lower rate of tax, Licensor is responsible to provide the requisite details, documents, declarations or undertake any prescribed compliances for the purpose of tax exemptions / lower tax rates at the time of issuance of release order or agreement or any such relevant document or at the time of any enquiry / proceedings initiated against the Licensor. In absence of this, no tax exemption/ lower rates would be extended.
If there is an increase in fee or charges due to provision of additional services/goods, then the Licensor will issue to DISTRIBUTOR a debit note for the differential amount. The debit note should be issued in accordance with applicable laws.
Any credit notes issued under the Agreement will be post mutual discussion and will be compliant with the applicable laws.
If any tax proceedings are initiated against any Party, in relation to the transaction contemplated under the Agreement, the other Party(ies) shall fully co-operate by furnishing all information as available on timely basis as may be required by such Party, including but not limited to confirmation of booking/accrual of expense.
As and when there is any change in the GST rules, acts, regulations on input credit (which are available in public domain as on date of signing this Agreement), the Parties shall discuss the provisions relating to the same and may enter into a further amendment, if required, to address each other’s concerns in relation to such compliance.
All payments to be made in terms of this Agreement shall be subject to the deduction of tax at source (TDS) or withholding tax as per the applicable laws including, without limitation, income tax deduction at source required under the provisions of the Income Tax Act, 1961 (‘IT Act’). DISTRIBUTOR shall (i) deposit the TDS; (ii) issue the TDS certificate; and (iii) file TDS return so that the credit of TDS is correctly reflected in 26AS of the Licensor within the timeline prescribed under the IT Act. If the Licensor furnishes a lower/nil TDS deduction certificate, DISTRIBUTOR will be obliged to deduct TDS at such lower / nil rate as prescribed in the certificate. In case the Licensor is denied, by the tax authorities, TDS credit for the taxes withheld by DISTRIBUTOR, DISTRIBUTOR shall rectify the same within the time allowed under the applicable laws.
In the event of the Licensor agreeing to issue a credit note, DISTRIBUTOR shall ensure that the corresponding credit of GST availed (if any) is reversed in its GST return within 30 (thirty) days from date of issuance of credit note. In case DISTRIBUTOR fails to provide proof of reversal of the corresponding credit so availed, and because of which tax demand is made on the Licensor by tax authorities, DISTRIBUTOR shall be made immediately liable to pay such applicable taxes /amounts including interest and penalty (if paid by the Licensor to the Government) to the Licensor upon being notified of the same.

International Taxes

1. For international licensors, any payments made under this Agreement may be subject to tax deductions or withholdings ("TDS") as required by the applicable tax laws of the Distributor"s jurisdiction.
2. If a Double Taxation Avoidance Agreement (DTAA) exists between the licensor"s country of residence and the Distributor"s country, the licensor may be eligible for reduced tax withholding rates or exemptions. The licensor must provide the necessary tax residency certificates, forms, or documentation to claim such benefits.
3. The licensor is responsible for understanding and complying with applicable tax laws in their jurisdiction, including any requirements to report income received under this Agreement. The Distributor shall not be liable for any tax obligations of the licensor beyond applicable withholdings.

Credit

DISTRIBUTOR shall be entitled to display the DISTRIBUTOR logo on creatives used by the Licensor for promotion of the Said Works (which includes the Track and Song Video) on DISTRIBUTOR’s social media handles. Licensor hereby agrees and confirms that DISTRIBUTOR logo as provided by DISTRIBUTOR to Licensor shall be displayed on the Said Works (which includes the Track and Song Video) by it as a part of usage of the Said Works as per the terms of this Agreement.

Confidentiality

Both the Parties agree that they will have access to information which is strictly confidential including copyrighted materials which material is referred “Confidential Information” and both the Parties shall keep the details of this Agreement and the information and details accessed under and pursuant to this Agreement as confidential and shall not make disclosure without prior written approval of the other Party, or except as required under law.

Representations and Warranties

DISTRIBUTOR hereby represents and warrants to Licensor that:

  • It has the full right, authority, power and is free, to enter into and fully perform this Agreement.
  • It shall exploit all the rights licensed hereunder throughout the Territory in accordance with the terms as set out in this Agreement and use its best endeavors to maximize the revenues received throughout the Term.
  • It shall ensure strict adherence to the payment due and payable to Licensor in accordance with the terms of this Agreement.
  • The Said Works shall be launched under the mother label / brand of DISTRIBUTOR.
Licensor hereby represents and warrants to DISTRIBUTOR that:
  • It has the full right, authority, power and is free and has all necessary permissions and consents, to enter into and fully perform this Agreement in relation to the rights granted herein.
  • It is the sole, unencumbered and absolute owner of the Said Works and all the underlying works and Performances embodied therein under the Act and is authorized to grant the rights granted herein.
  • The Said Works and parts thereof are original and not plagiarized or in any manner, defamatory, infringing or violating any right including but not limited to copyright, moral right or privacy right or publicity or any other rights whatsoever, of any person, whether living or dead.
  • The Said Works and parts thereof follow the applicable laws.
  • It shall maintain strict adherence to the timely delivery of deliverables in Delivery Format in accordance with the terms of this Agreement.
The Parties agree that if as per applicable law, the Licensor or the authors and performers who have contributed to the Said Works ("Contributors") are entitled to any statutory royalties, on exploitation of the Said Works, Derivative Works or parts thereof, then the same will be collected by the Contributors directly from the copyright society/collection society/performer society of which they are members and no such royalty claims shall be raised by them against DISTRIBUTOR and its licensees. The Licensor hereby further represents that in its agreement(s) with the authors and performers who have contributed to the Said Works, the Licensor has taken an undertaking from them as per the preceding sentence.
Parties hereby warrant that neither of them are under any disability, restriction, or prohibition, whether legal, contractual, or otherwise, which shall prevent either of them from performing or adhering to any of its obligations under this Agreement, and has not entered into and shall not enter into any agreement that may violate this Agreement or diminish the rights granted herein.
The Parties hereby warrant that no litigation, arbitration, or administrative proceedings are threatened, or to the knowledge of the Parties, pending, which call into question the validity or performance of either Party’s obligations under this Agreement.

Termination and Consequences of Termination

a. After the lock in period, Licensor shall be entitled to terminate this Agreement in the event DISTRIBUTOR fails to make due payments within the stipulated time and fails to remedy the said breach with respect to non-payment, within 15 days from the date of receipt of notice issued by Licensor to Licensee, calling upon the Licensee to remedy the said breach committed within the said 15 day time period.
b. Licensee shall be entitled to terminate this Agreement forthwith in the event the Licensor commits breach of any of its duties & obligations, representations & warranties under this Agreement and fails to remedy the breach committed within 15 days from the date of receipt of notice issued by Licensee to Licensor, calling upon the Licensor to remedy the breach committed within the aforesaid stipulated time frame.
c. Upon termination of the Agreement or expiry of the Term: (a) the rights and license under this Agreement shall stand revoked forthwith and all such rights and license granted herein shall revert to the Licensor without any further action by the terminating party; (b) the Licensee shall forthwith cease to exploit the Said Works or any Derivative Works on the Platforms.

Indemnity

Each Party (“Defaulting Party”) hereby agree to defend, keep indemnified and hold harmless the other Party (“Indemnitee”), from and against any/all costs, losses, claims, damages, liabilities, including reasonable attorneys’ fees, incurred by the non-defaulting party on account of the misrepresentation, fraud, negligence, misconduct, breach of the terms, conditions, representations and warranties under this Agreement by the Defaulting Party. Notwithstanding anything stated anywhere in this Agreement, the indemnification obligation of respective party shall survive the termination of this Agreement.
In the event of any claim as set forth in clause 13(a) above, the Defaulting Party undertakes to promptly assist the Indemnitee in adjusting, settling, defending or otherwise disposing of such claim. Notwithstanding anything to the contrary, Defaulting Party shall not settle any claim or incur any liability impacting the Indemnitee, without the prior written permission of the Indemnitee.
Neither Party shall at any time be liable for any indirect, punitive and consequential damages arising hereof, whether express or implied.
Notwithstanding anything stated herein, it is hereby agreed by the Parties that the liability of DISTRIBUTOR under this Agreement shall at no event exceed the monies already paid by DISTRIBUTOR to the Licensor until such date the claim arises.

Force Majeure

Neither of the Parties shall be liable for any failure nor delay in performance of any obligation under this Agreement to the extent such failure or delay is due to a Force Majeure Event.
The Party having any such cause shall promptly notify the other Party in writing of the nature of such cause and the expected delay.
If, however, it is not feasible for a Party to prevent the occurrence of the Force Majeure Event as a result of which that Party is prevented from performing its obligation affected by such Force Majeure Event, the Parties may decide to release that Party from performing its obligation hereunder, or they may modify the relevant provisions of this Agreement affected by the Force Majeure Event so long as the Force Majeure Event continued, in order to enable that Party to perform its other obligations hereunder as so modified. In the event of the continuance of a Force Majeure Event for a continuous period of more than 30 (thirty) days, the DISTRIBUTOR shall be entitled to forthwith terminate this Agreement upon written notice to the Licensor without any further obligations under this Agreement and in such an event the consequences as mentioned in Clause shall follow such termination.

Takedown and Anti-Infringement Authority

15.1 The Distributor shall have the right, but not the obligation, to monitor, identify, and enforce copyright protections for the Content on digital platforms.
15.2 The Distributor is authorized to issue takedown notices and other enforcement actions against unauthorized use, reproduction, distribution, or display of the Content in accordance with applicable copyright laws, including but not limited to the Digital Millennium Copyright Act (DMCA) or equivalent international regulations.
15.3 The Content Owner shall provide reasonable assistance, including necessary documentation and authorizations, to support enforcement actions initiated by the Distributor.
15.4 The Distributor shall not be liable for any failure to enforce copyright protections or remove infringing content, and its decision to take or refrain from enforcement action shall be at its sole discretion.

Right to Sublicense

16.1 The Distributor shall have the right to grant sublicenses to third parties, including but not limited to technology platforms, digital service providers (DSPs), content aggregators, and analytics or royalty processing partners, as necessary for the distribution, monetization, tracking, and management of the Content.
16.2 Such sublicenses may include rights to host, stream, reproduce, distribute, publicly perform, display, and otherwise exploit the Content as required for efficient and lawful distribution through digital platforms.
16.3 The Distributor shall ensure that all sublicenses are granted in accordance with applicable laws and industry standards. However, the Distributor shall not be liable for any actions or omissions of sublicensees beyond its reasonable control.
16.4 Except as expressly permitted herein, nothing in this Agreement shall be construed to transfer ownership of the Content to any sublicensee. The Content Owner retains all rights not explicitly granted under this clause.

Novation & Assignment

The Licensor shall not be entitled to assign or novate this Agreement to any third party without obtaining a prior written consent of DISTRIBUTOR.

Waiver

Save and except as expressly provided in this Agreement, no exercise or failure to exercise or delay in exercise of any right, power or remedy vested in either Party shall constitute a waiver by such Party of that or any other right, remedy or power. Each and every right / remedy shall be cumulative and in addition to every other right /remedy available at law, in equity, by statute or otherwise.

Further Documents

Parties agree to execute further any other documents, writings and instruments etc. as may be necessary for effectively carrying out the purpose and intent of this Agreement.

Notices

All notices given pursuant to this Agreement shall be in writing and shall be delivered to the address of the Parties mentioned to hereinabove.

Governing Law and Jurisdiction

This Agreement is to be construed in accordance with the laws of India and shall be subject to exclusive jurisdiction of courts in Jaipur.

Stamp Duty

The stamp duty, as applicable on this Agreement shall be borne by DISTRIBUTOR & Licensor equally.

Entire Agreement and Amendments

This Agreement, together with all Agreements and documents executed contemporaneously with it or referred to in it, constitutes the entire Agreement between the Parties in relation to its subject matter and supersedes all prior agreements and understandings whether oral or written with respect to such subject matter. No change, modification, or termination of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed or initialed by the both the Parties.

Counterparts and Signing

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. The Parties agree and acknowledge that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

IN WITNESS WHEREOF

The Parties hereto have executed this Agreement on the day and year first above written.
Signed and confirmed by the within-named “Licensor”
[Licensor Signature]

In the presence of [Witness for Licensor]

Signed and confirmed by the within-named “Distributor”
DROOMMUSIC PVT. LTD.
[Distributor Signature]

In the presence of DROOMMUSIC PVT. LTD.

Schedule – A: Modes and Mediums

Modes and Mediums shall mean and include all following modes, media, formats and /or platforms of exploitation of the Recording and parts thereof for the Territory and Term:

All modes and mediums now existing or emerging or coming into effect in future in the Recording or parts thereof, images derived from Song Videos exclusively with the Licensor for these and delivered as part of artwork and all performance/s/appearances/s of the performers in respect thereof and includes, in respect of the Recording, all the rights to make copies, communicate it to the public, issue copies, broadcast, rental rights, lending rights, right to manufacture, sell, distribute and advertise, re-record, mix and re-mix, coupling, compilation, lending rights, gaming rights, satellite transmission, radio, satellite radio, Mobile Radio, audio visual rights, exploit across metaverse/web3.0/augmented reality space, communicate to the public by wire or wireless means, modes or mediums [including on land, air, sea and space] this also include broadcast via cable TV & Set up box, synchronization rights and right to incorporate the Track, in any other cinematograph films or Track, right of adaptation, telecom rights, rights to make ring tones & ring back tones, dialogues, rights to create, sell, trade and/or deal with digital assets in any manner whatsoever (now known or in the future), digital copies or copies by any mode, medium or device now known or may be discovered in the future, rights of public performance of the Recording, rights to exploit the Recording by any technology now known or may be discovered in the future, All Neighboring Rights, synchronization rights, publishing rights, rights to the distribution, exhibition, exploitation, lending and rental rights, right to display of the work to the public, right to derivative works, all remaking/reproduction/rights based on the individual creative contribution, performance in and to the Recording in every size, dimension, media, mode, form and/or format now known and/or invented and introduced in future or devised, including without limitation all communication of the work to public and merchandising in the Territory, and all related rights whether vested contingent or future and all other rights of whatever nature in and to the literary, musical, artistic, dramatic works in the Track and Song Video in respect thereof of Recording.

Digital Platforms

Digital platforms are the backbone of modern content distribution, enabling global access to music, video, books, and interactive media. These include dominant streaming services (Spotify, Apple Music, Netflix), digital marketplaces (Amazon, iTunes, Google Play), and content-hosting platforms that drive engagement and monetization. Their reach and data-driven distribution make them essential for maximizing audience impact.

Social Media / UGC (User-Generated Content)

Social media and UGC platforms serve as powerful amplifiers for content, allowing for viral distribution, monetization, and audience engagement. Platforms like YouTube, TikTok, Instagram, and Facebook create unprecedented opportunities for organic reach, influencer-driven promotion, and fan participation. These ecosystems demand strategic content management to ensure visibility, rights enforcement, and revenue optimization.

Legacy Physical Formats

Despite the digital shift, physical formats remain critical for premium sales, collector markets, and high-value merchandising. CDs, vinyl records, DVDs, and Blu-rays continue to generate significant revenue streams, particularly in regions or demographics that favor tangible media. Strategic physical distribution enhances brand longevity and complements digital monetization efforts.

Emerging Tech (Web3, NFTs, AR/VR)

Innovations in Web3, blockchain, and immersive technology are redefining content ownership, access, and engagement.

  • Web3: Decentralized platforms shift control back to creators, reducing reliance on intermediaries.
  • NFTs (Non-Fungible Tokens): Enable direct content monetization, authenticated ownership, and exclusive fan experiences.
  • AR/VR (Augmented & Virtual Reality): Pushes the boundaries of digital interaction, creating new storytelling and monetization possibilities.
These technologies are reshaping media economics, making early adoption a competitive advantage.

Telecom & Satellite

Telecommunications and satellite networks provide massive-scale content distribution, reaching global and underserved markets. Mobile carriers, IPTV providers, and satellite broadcasters (e.g., SiriusXM, DTH television) ensure continuous media access beyond traditional internet constraints. Integration with telecom ecosystems unlocks powerful monetization models, including subscription bundling and direct-to-user content delivery.

The Licensor agrees that reference to all Modes and Mediums and formats of exploitation shall mean and include all modes and mediums and formats of exploitation (i) in existence now; (ii) in existence now but not in commercial use on the date of execution hereof; (iii) which may come into existence or commercial usage during the Term.
The Parties acknowledge that the terms “Modes” and “Medium” are not limited to any particular format or device, and that this license extends to and includes the right to exploit the Recording using all existing and future devices which are in existence or which are not in use and the Parties anticipate may come into existence in future. All other rights of whatever nature, whether now known or created in the future or vested in future, to which the Licensor is now, or at any time after the date of this license may be, entitled by virtue of the laws in force in India or any other part of the World.
Licensor hereby agrees to provide any documentation required by DISTRIBUTOR in future to effectuate the transfer of rights in line with the grant of rights herein, including for the future Modes and Mediums as and when the same come into existence.

Annexure – A: Content

Audio – Video - Catalogue

No.Track NameLabel NameUPC CodeISRCSingerLyricistMusic Director
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Effective Date: June 11, 2025

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