11th November, 2024 (“Execution Date”)
TO WHOMSOEVER IT MAY CONCERN
Subject: No Objection (“NOC”) to broadcast our Sound Recordings on FM radio channels owned and operated by
the Counter-party (defined hereinafter).
Dear Sir/ Madam,
1. We, Tips Music Limited (hereinafter referred to as “TML”) 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 TML, the Counter-Party intends to broadcast our a forementioned Sound Recordings on their FM radio channel(s), owned, operated and controlled solely by the Counter-party (“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 TML. In furtherance to the aforesaid, TML 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. TML and the Counter-party however hereby agrees that royalties shall become payable as per 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 to procure 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 TML, for the use of the Sound Recordings and Underlying Works as per the terms hereof.
4. This NOC does not confer any rights, title or ownership in the Sound Recordings, Underlying Works and/or any part thereof in favour 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 TML in perpetuity. The no objecti 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 platform, applications, etc. save and except the Channel for the sole purpose as permitted herein.
5. 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 in the Territory.
6. This NOC and the content thereof is without prejudice to TML 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 broadcast of Sound Recordings on FM radio stations or any proceedings that that may be instituted in future by TML, or any third party.
7. 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 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.
8. 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.
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