TO WHOMSOEVER IT MAY CONCERN

TO WHOMSOEVER IT MAY CONCERN

Subject: No Objection (“NOC”) granted to the Counter-party (defined hereinbelow) to broadcast our Audio-Visual Content on Television Channels owned and operated by the Counter-party.

Dear All,

1. We, Tips Industries Limited, having registered office at 601, Durga Chambers, Linking Road, Khar (West), Mumbai- 400 052 (hereinafter referred to as “TIL”) hereby declare that we are the copyright owners of the Audio-Visual Content, as more particularly described in Annexure A below.

2. Pursuant to a promotional campaign being run by TIL, the Counter-party intends to broadcast our aforementioned Audio-Visual Content on the television channels owned, operated and controlled solely by the Counter-party (“Channels”), as more specifically listed down in Annexure B hereinbelow.

3. We state that we have no objection in the Counter-party and the Channels broadcasting the aforementioned Audio-Visual Content along with the underlying sound recordings, literary and musical works and performances therein (“Underlying Works”) throughout the Term and Territory as specified in Annexure A; and for such broadcast, the Counter-party shall not be required to make any payment of consideration to TIL. In furtherance to the aforesaid, TIL hereby grants to the Counter-party a non-exclusive, non-transferable, no objection to broadcast the Audio-Visual Content on an as-is basis on the Channels during the Term and in the Territory.

4. The Counter-party hereby agrees and undertakes that the use of the Audio-Visual Content shall be in compliance with all applicable laws of the Territory including but not limited to the Cable Television Networks (Regulation) Act, 1995.

5. This NOC does not confer any rights, title or ownership in the Underlying Works and/or any part thereof in favour of the Counter-party, and all intellectual property rights in and to the Audio Visual Content and the Underlying Works shall continue to be owned solely and exclusively by TIL in perpetuity. The no objection granted herein is subject to the Counter-party not exploiting the Underlying Works or any part thereof on a stand- alone basis independent of the Channel or in any manner not expressly authorized herein, and to the Counter- party undertaking to not upload/make available any part of the Audio Visual Content and the Underlying Works on any other platforms, social media platform, applications, etc. save and except the Channel for the sole purpose as permitted herein

6. Notwithstanding anything contained herein, the Counter-party agrees and acknowledges that this NOC granted in respect of the Audio-Visual Content and the Underlying Works thereof shall specifically exclude the mechanical rights and the performing rights therein, and the Counter-party shall be required to procure such mechanical and performing rights in respect of the Underlying Works directly from the Indian Performing Rights Society (“IPRS”), if mandated by law.

7. The Counter-party agrees and acknowledges that in the event of any breach of this NOC by the Counter-party and/or in the event of any unauthorized use of the Audio-Visual Content and/or the Underlying Works, this NOC granted by TIL shall immediately stand revoked and terminated without any further notice by TIL and TIL shall have all remedies under law. Upon the expiry of the NOC Term, the Counter-party undertakes to forthwith and permanently cease from broadcasting and/or otherwise communicating to public the Audio-Visual Content on the Channels and shall provide a written intimation (emails permitted) of the same to TIL.

8. The Counter-party herein agrees to indemnify and hold harmless TIL and its respective directors, offices and employees (to the extent of all benefits and awards, cost of litigation, disbursements and reasonable attorney's fees that may be incurred in connection therewith) from any third party claim which may arises due to a breach of any term of this NOC by the Counter-party during the Term and Territory.

9. The terms of this NOC shall be confidential, and the Counter-party shall not be entitled to disclose the terms herein to any third party during the NOC Term and for a period of 12 (twelve) months thereafter. In the event the Counter-party is required by law to disclose the NOC, it shall require prior written consent of TIL, which consent shall not be unreasonably withheld.

10. All disputes and differences howsoever arising out of or in connection with this NOC shall be governed and construed in accordance with the laws of India and shall be subject to the exclusive jurisdiction of the courts in Mumbai. This NOC may be executed by hand or by electronic signature (including digital signatures) by TIL and the Counter-party, which shall be considered as an original signature for all purposes and shall be binding 

For and behalf of

TIPS INDUSTRIES LIMITED

________________________

MR. GIRISH KUMAR TAURANI

AUTHORIZED SIGNATORY

ANNEXURE A

1. Term: Till 26th August, 2024

2. Territory: India

3. Counter-party – AVS TV Network

4. Counter-party Address – 101 Morgan Ln #302, Plainsboro Township, NJ 08536, USA

5. Effective Date: 27th May, 2024

6. Details of Audio-Visual Content: