No Objection (“NOC”) to broadcast our Sound Recordings on FM radio channels owned and operated by the Counter-party (defined hereinafter).
1. We, Tips Industries Limited (hereinafter referred to as “TIL”) hereby declare that we are the copyright owners of the Sound Recordings, as more particularly described in Annexure A below. Pursuant to a promotional campaign being run by TIL, the Counter-Party intends to broadcast our aforementioned Sound Recordings on their FM radio channel(s), owned, operated, and controlled solely by the Counter-party.
1.(“Channel(s)”).
2. We state that we have no objection to the Counter-Party broadcasting the aforementioned Sound Recordings and/or part thereof along with the underlying literary and musical works (“Underlying Works”) therein, 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 Sound Recording along with the Underlying Works contained therein on an as-is basis on the Channels during the Term and in the Territory. TIL and the Counter-party however hereby agree that royalties shall become payable as applicable laws for the use of the Sound Recordings and the Underlying Works in the Channels.
3. The Counter-party hereby agrees and undertakes that the use of the Sound Recordings along with the Underlying Works shall be on a non-commercial basis; and the Counter-party shall, at all times, ensure that such usage is in compliance with all applicable laws of the Territory. Notwithstanding anything contrary contained herein, the Counter-party undertakes and agrees that it shall solely be responsible for procuring all requisite licenses/permissions from the copyright societies and/or collection organizations and for payment of all statutory royalties in accordance with applicable laws, without any recourse to TIL, for the use of the Sound Recordings and Underlying Works as per the terms hereof.
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4. This NOC does not confer any rights, title, or ownership in the Sound Recordings, Underlying Works, and/or any part thereof in favor of the Counter-party, and all intellectual property rights in and to the Sound Recordings and 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 Sound Recordings (or any part of the song and/or the Underlying Works and performances) 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 songs and/or Sound Recordings on any other platforms, social media platforms, applications, etc. save and except for the Channel for the sole purpose as permitted herein.
5. 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 attorneys fees that may be incurred in connection therewith) from any third-party claim which may arise due to a breach of any term of this NOC by the Counter-party during the Term and in the Territory.
6. This NOC and the content thereof is without prejudice to TIL and their rights, remedies, contentions, and positions in various pending/Sub-judice matters viz suits, appeals, and/or other court proceedings, instituted by them or against them, in connection / with respect to the broadcast of Sound Recordings on FM radio stations or any proceedings that may be instituted in the future by TIL, or any third party.
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