TO WHOMSOEVER IT MAY CONCERN

 TO WHOMSOEVER IT MAY CONCERN

23rd October, 2024 (“Execution Date”)

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 Music Limited, having registered office at 601, Durga Chambers, Linking Road, Khar (West),

Mumbai- 400 052 (hereinafter referred to as “TML”) 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 TML, 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 TML. In furtherance

to the aforesaid, TML 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 TML 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 TML shall immediately stand revoked and terminated without any further notice by TML and TML

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 TML.

8. The Counter-party herein agrees to indemnify and hold harmless TML 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 Territor

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 TML, 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 TML

and the Counter-party, which shall be considered as an original signature for all purposes and shall be binding