Agreement for Exploitation of Character Rights
1. Cartoon Network in order to make cartoon based on ‘Baahubali’, has to acquire the
permission to sue such character. Thus it must enter into a license agreement with the
holder of such rights. The necessary rights include:-
o Right to use the character.
o Right to employ creative discretion and to make certain changes in the character
for the purpose of creating a new story.
o Right to introduce new characters.
o Right to make merchandise in relation to the new series and the character
involved.
2. Cartoon Network India ( hereinafter the Licensee) shall into the License Agreement with
the Mr. XYZ (hereinafter the Licensor)
o The Licensor is the sole, exclusive, absolute unconditional and irrevocable owner
of the Licensed Rights and is solely and exclusively entitled to grant such rights,
o The Licensee has approached the Licensor and has represented that the Licensee
inter alia engaged in the business of production of cinematographic and
animated films with various theatrical exhibitors and is desirous of obtaining the
license to exploit, the licensed rights;
o Based on the representations made by the Licensee and subject to receiving
timely payments of the Fee, the Licensor has agreed to grant a limited license to
the Licensee of the Licensed Rights in the film for the Licensed Term on such
further terms and conditions as contained herein below.
o Licensed Rights- shall mean the exclusive license to exploit the character
‘Baahubali’ in animated form and merchandising the same.
3. The Producer, in his capacity as holder of the rights, thereby exclusively grants to
Cartoon Network the following rights:
o The right to use the Original Character, solely for the purpose of creation and
development of the Cartoon.
o The right to make certain changes to the Original Characters, provided there
distinct personality traits and their nature, as portrayed in the Work, remain
unaffected.
o The right to introduce new characters in the Cartoon (hereinafter referred to as
‘New Characters’), who shall be shown in the same setting as the Original
Characters.
o The right to create a new story for the Original Characters in a way that does not
largely differ from their portrayal in the work.
o The right to make merchandise associated with the Cartoon, using the Original
Characters.
o The right to acquire a license to use the title of the Work in connection with the
Cartoon.
o The Right to own and control all copyrights associated with the New Characters.
o The right to be credited as the copyright owner of the characters subsequently
utilized by the Cartoon Network Producer. The producer shall be entitled to use
such storyline or other aspect of the Cartoon.
o All rights other than the above mentioned rights shall vest with the Producer.
4. Termination of Agreement:-
o The agreement may be terminated by either party due to breach in the material
terms of the contract, or a breach of the Representations and Warranties given
to the other party, provided such breach remains uncured within 15 days of a
notice beaning served to the defaulting party.
o The Producer may terminate the agreement on ground of:
Non utilization of the Licensed Rights by Cartoon Network with a period
of 12 months after the date of the agreement.
Default on part of Cartoon Network in making any payment due to the
Producer.
Any action taken by Cartoon Network in relation to the Cartoon which
may affect the name and reputation of the Producer or generate dislike
towards the Work or Original Characters.
o Upon termination, the rights shall revert to the Producer, and Cartoon Network
shall have to discontinue all present and future acts in exploitation of the
licensed rights, or towards the creation and distribution of the Cartoon.
5. Commercial Understanding:-
o The producer shall be entitled to a license fee, and such amount shall be
mutually agreed upon by the parties. It shall be paid in quarterly instalments.
o As per the research and calculations conducted by Cartoon Network, taking into
consideration their popularity, the number of subscribers, and their earning from
other cartoon series, the estimated revenue to be generated from the Cartoon is
20Lakhs. If the actual earning are within a 5% margin of this estimated amount
the producer shall be entitled to a share of 10% of the revenue generated.
o However, if the earning go beyond the 5% margin of the estimated amount, the
Producer shall be entitled to get a share of 20% of the revenue generated.
Exercise 2
1. Reps and Warranties:
o The Licensor and the Licensee both are validly existing parties under the laws of
country.
o The Licensor is the owner of Licensed Rights
o There is no infringement of third-party rights in the Film
o Licensor obtained all the necessary authorizations, approvals, consents, licenses
o Both the parties are entering into valid agreement, which is legal and binding
o No publicity of box office collection/financial or other confidential information:
the Licensee shall have no right to in any manner to divulge any information in
respect of this Agreement, its terms and/or the Film either orally or in writing to
any news/media channels or otherwise including any details/ data regarding the
daily gross and net box office collection of the Film in any territory whatsoever.
2. The Parties to the said Agreement hereby agree to and acknowledge the collaboration
towards creation and development of animated version of the said Film. The parties
agree that the Cartoon Network, India shall hold the creative control of the Animated
version however the characters will be created and developed according to the
collaboration between the parties.
3. Cartoon Network India shall be granted the merchandising rights subject to terms and
conditions that the said Rights shall be exercised in accordance with the fact that the
Original Rights vests with the Producer and thus the Producer shall be involved in the
exploitation of these rights.
4. The Agreement ensures that Cartoon Network India shall have rights to advertise,
promote and publicize the Animated Version of the said Film throughout India from the
date on which this Agreement is enforced. The herein mentioned rights, also known as
Promotional Rights shall be exploited only after obtaining the Producer’s permission in
writing.
5. If ‘Baahubali’ were a real and non-fictional, the personality rights would also be included
in the license agreement and would have to be acquired separately.